


Empress Marvel

by Not_A_Bot



Category: Captain Marvel (Marvel Comics), Marvel (Comics), Marvel Ultimates, Spider-Woman (Comic)
Genre: Action/Adventure, Aftermath of Violence, Blood and Violence, Captivity, Dark, Emotional/Psychological Abuse, Established Relationship, F/F, Gun Violence, Heavy Angst, Identity Issues, Implied/Referenced Domestic Violence, Introspection, Lesbian Sex, Marriage, Marvel Universe, Mental Breakdown, Mental Instability, Mind Control, Mind Rape, Multi, Multiverse, Other, Psychological Trauma, Same-Sex Marriage, Self-Doubt, Swearing, Threats of Violence, Thriller, Violence
Language: English
Status: In-Progress
Published: 2018-09-02
Updated: 2019-06-20
Packaged: 2019-07-06 02:10:38
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 8
Words: 23,244
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15876327
Author URL: https://archiveofourown.org/users/Not_A_Bot/pseuds/Not_A_Bot
Summary: After Civil War 2, Carol Danvers broods about her mistakes. She's interrupted by an unexpected guest. It seems that there's a Sisterhood of Carols that exists across the multiverse, and they want her to join. Though she's creeped out beyond belief, she decides to join them for dinner. What could go wrong in a few hours?





	1. First Contact

**Author's Note:**

> This story started life as an entry for the Carol/Jess mini bang, but I decided to expand it. Thanks to everyone who's read and left comments.  
> WORK IN PROGRESS
> 
> I want to be clear: this is a very dark story. It doesn't start out too bad, but by chapter 3 it goes pitch black. It's also extremely violent. Most of the violence is in Chapter 3, 8, and [SPOILERS].  
> Enjoy!

In the small hours of the night, Jessica woke to find Carol wasn't beside her. She heard her apartment's sliding glass door open in the next room. Jess reluctantly crawled out of bed and padded softly into the living room. She could see Carol standing on the balcony, looking at the stars. Jess stopped and stood quietly for a moment, a small smile on her lips.

She was worried about Carol, but Jess couldn't help stopping to admire the view. Carol habitually wore briefs and a t-shirt to bed. Jess had an excellent view of Carol's muscular rear end. _Gluteus Maximus,_ Jess thought, randomly. _Damn right it's maximus._ She bit her lip as Carol bent over to lean on the railing. Jess closed her eyes and took a few deep breaths. _Down, girl. She's upset about something. She needs cuddles and talking, not hot slippery fun sex._ After she calmed down, she stepped out on to her apartment's balcony.

Other then Carol, the view was ordinary enough. From the balcony's position on the seventh floor, Jess could see a fair distance. Brooklyn slept peacefully under an early October chill. Jess shivered slightly, her breath fogging in the cool air. Carol, of course, wasn't bothered by the cold. Jess looked at Carol's athletic build and remembered Carol flying to the moon without a spacecraft for the sheer joy of it; remembered her tearing a bank vault open with her bare hands to rescue the hostages inside; remembered Carol walking calmly out of a mushroom cloud, her Binary powers surrounding her with a halo of pure energy..... and not just her physical strength, her will and ferocity: the way she'd stood up the entire world during that stupid fight with Tony over the kid who could see the future; the way she'd killed herself without hesitation to stop Yon-rogg; the way she'd killed others, sometimes casually, sometimes in a rage, always with a good reason.

Remembering all that, it was easy to think nothing could ever hurt her. Jess knew better. Carol's body was almost indestructible, but her soul was just as fragile as anyone else's. Jess hugged Carol from behind and nuzzled her hair. She felt Carol's muscles twitch under her hands; then Carol's hands gripped Jess' and she relaxed.

"Sneaky spider-woman," said Carol, as she leaned back into Jess' embrace. "You think you're funny. What happens if I don't realize it's you?"

Jess murmered into Carol's shoulder. "You'll always know it's me." Carol squeezed her hands.

Jess drew out the moment, savoring it. Carol's higher than normal body temperature kept the night chill away. Carol's scent intoxicated her. No perfume, no scented body wash, just Carol. Then, reluctantly, Jess said, "nightmares again?"

"Mmmm-hmmm."

Jess had no trouble translating this as "Yes but can we please not talk about it right now." She forged on anyway. "Want to talk about it?"

"Nnnn-mmmm."

Translation: "Nope." Jess sighed, her breath steaming in the cold air. "Something's been bothering you for weeks. Why don't you want to tell me what's wrong?"

Carol didn't say anything for a while. Jess waited, her breath tickling Carol's neck. Then: "the whole Ulysses thing. Did I got too far?" Carol whispered.

Jess winced inwardly. A dozen answers tumbled through her mind until she settled on one. The truth -- or what she thought was the truth. She and Carol had learned the hard way that without truth, love won't live long; and Jess wanted this to last a long, long time.

"Yes," said Jess, softly. "I'm sorry. But yes."

Carol stood absolutely still under Jess' touch. "I knew you thought that. Thank you for being honest with me."

"Always," Jess whispered. "Even though it hurts sometimes." Carol squeezed her hands again.

After a moment, Carol whispered, "That's not what's bothering me."

"Um.....ok?" Jess, at a loss, blurted, "then what is it?"

Seconds passed and Carol may as well have been a statue. Unable to take the silence , Jess whispered, "You don't beat around the bush often. I mean, unless I ask you nicely." Carol snorted. "Whatever this is, it's gotten under your skin."

"Yeah," Carol breathed, even more softly then a whisper. "The thing with Ulysses. At the end. with Tony at the Capitol building.....I snapped."

Jess hugged her tight. "I know. It's ok. You did great staying calm as long as you did."

"It's not ok," Carol whispered. "I've snapped a few times before, Jess. Every time, every single time, someone died. Sometimes a lot of people died. With the amount of power I have, I don't have the luxury of losing my temper."

Jess kissed Carol's neck. "Don't be so hard on yourself."

"I have to be. You know how strong I am, Jess. In Binary mode I could destroy the entire solar system."

Jess laughed once, _heh._ "That's overstating it a bit, don't you think?"

"No." Carol said. "I go Binary, absorb the sun for power, then start moving planets around. Earth wouldn't survive getting hit by Mars and Venus at the same time. Or, I could absorb most of the sun's energy, then return it all at once. That would cause a supernova. Or, I could collapse the sun into a black hole, and push all the planets into it........think about it, Jess. I have."

"Kind of morbid, don't you think?"

Carol's voice tensed. "I have to understand myself and what I can do. I can't live in denial....that's what leads back to the bottle. I have to keep myself under control, because if I don't, I'd become a monster."

Concerned, Jess said, "You're not a monster."

Expressionlessly, Carol said, "Not yet. But I could be. I had a dream about it. It...." Carol stopped mid-sentence.

She's got herself worked up again. Enough of this. Gently, Jess turned Carol around to face her. Jess touched Carol's face the way she liked so much and kissed her softly. Carol, surprised, went along with the kiss, but pulled away when Jess tried to get more passionate. "Babe, you know I love you, but I'm not in the mood right now."

"I can fix that," said Jess, with a determined expression.

Carol smiled slightly. "Yes you can, but......I need you to hear me out first."

Jess nodded, gazing into Carol's eyes intently.

"Those moments when I snap and lose control....I like it. It's a surge of release and power. Like a tidal wave, I guess. It just sweeps me away. And I really like it. What kind of person likes losing their mind? That makes me some kind of monster, doesn't it? and if I'm a monster, I should stay away from the person I love the most." Carol returned Jess' gaze.

Jess shook her head slightly, a smile curving her lips. She began kissing Carol's face, her lips, her neck, even her nose. In between kisses, Jess murmured, "You're not a monster. You're just being dramatic and doubting yourself again. And you should definitely not stay away from me. There, heard out." Jess noted Carol was breathing faster and bit her neck, just to tease her a tiny bit more. Then she whispered into Carol's ear, "Now shut up and make love to me."

Carol's breath stopped for a moment; then she picked up Jess and carried her inside.

\----------------------

The next morning, Carol went about her duties with twinkle in her eye and a spring in her step.

For most people it would be a metaphor, but for Captain Marvel, it was literally true. Her eyes sparkled with energy, and with every step she gave herself a little extra push. Just enough for her feet to leave the deck, but not enough for her head to hit the ceiling. She felt like skipping down the corridor and singing "Wonderful World" by Sam Cooke as loudly as she possibly could. Sadly, the commanding officer of Alpha Flight could not go skipping down the corridors, much as she might want to. So she "skipped" while walking and played it straight.

Carol walk-skipped down corridor 36A (maintenance access: Plasma Cannons) and gave everyone she passed her best stern look. She exchanged terse greetings in her best military style: "Crewman." "Carry on." "At ease." Her internal monologue differed somewhat: _Hello, everyone! Have I mentioned what wonderful people you all are? Hey you over there -- no not you, YOU. Take the day off. Why? No reason. Hello, Master Chief, you'd better not ruin my good mood or I WILL transfer you to antarctica. Hello, Plasma Cannon power cells. You're so pretty. I really like the way you twinkle blue when you're fully charged. Also, I like the way you shoot stuff. Keep up the good work. _  
__

 

Agent Brand's voice came over her communicator. "Captain, we have an unauthorized teleport into the station."

Carol's good mood nosedived from "cloud 9" to "calm". _Every time Brand calls it's bad news. Every. Time. I swear she does it on purpose._ "Brand. Where did they land and what's the source?"

"Deck 17, section 221, storage room. Security team is on the way. Still working on the source."

Only a few hundred meters from here. "Notify Security that I'll be joining them. Nobody shoots anybody until I get there. Understood?"

Brand's flat, expressionless tone didn't change at all; but then, it rarely did. "Understood."

Carol jogged through Alpha Station's guts at a moderate speed. She'd learned not to sprint the hard way; once a junior crewmember hadn't gotten out of the way fast enough and she'd knocked him flying. Another time she'd been in a hurry and went right through a bulkhead. The station could take it, but repairs were expensive. Her thoughts during the fifteen-minute jog boiled down to _Someone better have a good reason for porting into my station without getting clearance first._

The Security team straightened as she jogged up. One of them looked like he was going to salute her; she waved it away. "Carry on. Sitrep?"

A young man with sergeant's stripes approached. "Ma'am. We've found the intruder already. She wasn't trying to hide and hasn't offered resistance."

"Good. You said 'she'?" He nodded. "Just one?" he repeated the motion. "All right. Let's see who you've caught." He hastily got out of her way as she headed into the storage compartment.

Inside, she took in the entire scene with a glance. Compartment partially filled with storage containers, check; security team aiming their weapons at someone, check; mystery woman, check. No blood, bullet holes, or dead bodies, so the situation hadn't gone to hell. _Maybe my good mood isn't gone for good after all._ Then she took a closer look at the intruder. The last of her good cheer evaporated.

The woman stood with her hands up, perfectly calm, as if she had tactical teams point automatic weapons at her every day. She wore a red leotard with black thigh-high boots and black gloves up to her elbows. A loose red sash with intricate silver detailing hung around her hips. The six-pointed Hala Star gleamed on her chest. Blonde hair fell below her shoulders, framing her face. Her face.......

Carol recognized the face. She saw it every day in the mirror. The hair was a bit longer, but it was unmistakably her. Her duplicate smiled as their eyes met. "Carol Danvers? Nice to meet you," said the woman, in Carol's voice. She lowered her hands and extended one.

Stunned, Carol stepped forward and shook her duplicate's hand. She stammered, "Uh, I, um...I.....I...."

The other Carol's smile widened. "Shocking, isn't it? Don't worry, it gets easier. I was pretty upset by my invitation; you're handling it fairly well by comparison."

Carol and the security team simply stared. Carol thought, _I should say something._ She tried to organized her tumbling thoughts into some kind of order, failed, and finally blurted, "Time travel or alternate universe?"

"Alternate universe." Her double released Carol's hand and took half a step back. "By the way, it's easier if you call me by my code name. Crimson Marvel. You're Captain Marvel, yes?"

Carol took a couple of deep breaths and got herself under control. "Y-yes. Captain Marvel. I command Alpha Flight."

"Your very own orbital battle station and military force. Pretty good." Crimson shook her head in what Carol recognized as a gesture of rueful admiration. "No one else in the Sisterhood has this kind of firepower."

What? "Sisterhood? What sisterhood?"

"It's why I'm here. We want you to join us."

"Join what? Sisterhood of what?"

Crimson Marvel winked. "of Carols."

\-------------------------------------

"I don't like it," said Carol.

She stood in a conference room aboard Alpha Station, arms crossed and a grumpy look on her face. The Ultimates sat around her -- T'Challa/Black Panther, Monica Rambeau/Spectrum, Dr. Adam Brashear/Blue Marvel, and the unfortunately-named America Chavez/Miss America.

"I don't like it either," said Dr. Brashear. "But T'challa's right."

 _T'Challa annoys me when he's right. Which is most of the time._ Carol ground her teeth.

"I like it," said America. She had her feet propped up on the conference table, her arms crossed, and an insolent slouch in her posture. She gave Carol a big fake smile. "Couldn't happen to a nicer person."

Carol returned fire with a curt "bite me, Mac." She turned her attention back to T'Challa and Dr. Brashear. "I can't believe you're seriously asking me to join them!"

"We are." T'Challa met her gaze calmly. "Temporarily."

Monica said, "It makes sense, Carol. We don't know a damn thing about these people. The easiest and quickest way to get more information is to play along. Get the grand tour, meet the boss, poke around a little, then say you need to think about it and get back here. We'll figure out our next step once we know more."

 _Et tu, Monica?_ "And if they don't let me go?"

"I can get you out," America said.

Carol glared at her. "Sure you can, but will you?"

"I don't like you much, Carol," America replied. "But I don't stab people in the back. If I wanted you dead, I'd already be punching you."

Rolling her eyes, Carol replied, "How comforting." She closed her eyes for a moment. "If I'm going to do this, I want two things. An escape hatch, and an Oh Shit Button."

"A what?" T'Challa raised an eyebrow, then glanced at Dr. Brashear, who shrugged.

Monica rode to the rescue. "Like an ejection seat in a plane. An emergency fallback plan for the worst-case scenario."

Carol nodded gratefully. "Exactly. The escape hatch is easy, just get Mac to pick me up. Assuming she actually does." Carol and America exchanged sneers. "For the worst-case scenario, I want Binary."

"Go on," T'Challa said, listening.

 _He's annoying but at least he listens when you try to tell him things. Unlike certain Iron People I could name._ "No matter how many people they have, no matter how much firepower, in Binary mode I can get out. Binary's tough enough to take a lot of hits, and fast enough to outrun anything except a starship. I can break out, lose any pursuit, and hide behind the moon until Mac picks me up. Hell, if things get really bad, I can warp out to Alpha Centauri. But.......I need energy to go Binary. A lot of energy."

"How about a terawatt laser pulse? Would that be enough?" Dr. Brasher wasn't looking at her, and he drummed his fingers on the table.

 _Beats the shit outta me, man._ "That should do it, yes." Carol nodded decisively. _Just don't ask me what a terawatt is._

T'Challa steepled his fingers. "Dr. Brashear, are you thinking of the stealth satellite project?"

"I am indeed." Adam stroked his chin as he stared off into space. "The current power source is inadequate, but perhaps a larger capacitor bank.....it would take longer to charge, though...."

T'Challa tapped his tablet, bringing up a schematic. "Wakanda has been experimenting with capacitors using a multilayer dielectric. Our best working model uses alternating layers of carbon nanotubes and polymerized Tantalum....."

Carol felt her eyes glaze over. Her mind wandered, free-associating in her skull, and promptly stumbled on to an extremely vivid memory of Jess touching her last night. She put her left fist on her chin as if she were thinking, and bit one finger.

Some time later, Adam yanked her back to earth. "Carol? Would that be acceptable?" He looked at her expectantly.

She straightened and tried to look stern. "I, um......one more time?"

America snickered. Monica shook her head and said, "Adam and T'Challa can teleport a stealth satellite into orbit after you leave. It's got a laser strong enough to boost you into Binary mode. Once. "

"What's the catch?" Carol firmly did not look at America.

"Charge-up time. It's going to take at least twelve hours, and probably longer, to charge the laser. And It will burn out when it fires. One shot only.

 _Twelve hours isn't too bad. Surely things won't go to hell that fast._ "How do I activate it?"

"I'll get you a covert beeper," Adam replied. "You should be able to slip it under your collar. It's small enough you probably won't notice. When the laser's charged, it'll beep a couple of times to let you know. Then press it to fire."

Carol raised her eyebrows. "That's all?"

"That's all. Automatically handles all the details by itself. Listen for the beep and press to fire."

 _Press here to kick ass._ "So all I have to do is stretch things out for twelve hours. Easy, I'll just ask lots of stupid questions."

America muttered, "Should be easy for you." Carol's eyes narrowed to slits. _That's it. I've had enough of your shit, Mac. Time for the nuclear option._ she grabbed her phone and started dialing. Fake-casually, she said, "Sounds good to me. Come on, I need to make a call before I go clubbing with myselves." Carol hit send as she walked out the door.

As Carol left the room, she heard America's phone go off. The audio file she'd sent started playing. "America, Fuck yeah! Comin' to save the mutherfuckin' day, yeah!" Carol smiled quietly as America started shouting.

_I got the last word. I win._

\-------------------------------------------

Space was warm.

To be more specific, the sunlight in space was warm. Carol hovered a few hundred kilometers up and soaked it in. She remembered the first time she'd broken atmosphere, how she'd been surprised as the freezing cold of the upper atmosphere gave way to a warm glow. She shouldn't have been surprised. She knew that space was a vacuum and so didn't conduct heat.

Crimson Marvel didn't look surprised either. Carol's doppelganger hovered a few meters away. she still had that irritating smirk on her lips. They'd just hopped universes, which was far less exciting then it sounded. There had been nothing to see, simply a very slight rearranging of the scenery.

Carol examined the other Earth carefully. There's wasn't much to see from orbit, at least not with naked eyes, but she could tell a few differences. The east coast of the US spun into evening beneath her, but the city lights were different. New York City was usually a blaze of light, visible all the way to the moon. Not here. Apparently, here there was no New York City. Or Washington, DC. On the other hand, Norfolk, Virginia was gigantic; even bigger then NYC should have been.

Crimson pointed, then dove straight towards "Norfolk". Carol dove after her. She didn't have any trouble keeping pace. Either the other woman was holding back, or Carol was a much better flier. Carol mentally filed the information away. She remembered what Dr. Brashear and T'Challa had said to her before she left: _Stay cool and stay quiet. Watch everything. Even minor information could be critical._

Carol felt the atmosphere slowly build around her. She wasn't going fast enough to create a fireball, which was a shame. She glanced at Crimson, thought about showing her what real flying was, then dismissed the thought. _Stay quiet. don't give anything away. Especially not about Binary._

She closed her eyes. The beeper under her collar was a reassuring lump. Her get-out-of-jail free card.

Carol opened her eyes again. She and her double were deep in the atmosphere now. she could see a few wisps of cloud below her. The familiar roar of the wind filled her ears. Their destination, not-Norfolk, spread out below them, kilometers of streets and massive buildings, blank squares of parklands and jeweled necklaces of highways, all joined together in a web surrounding the center.

It had to be the palace. The entire city was built around it; a circle of architecture that had to be twenty kilometers wide, with another blank ring of parkland (maybe?) inside. Roads speared through the dark inner ring. Like the spokes of a wheel, they led to the palace's central structure. As Carol flew in from above, she got a better look at it.

The palace itself was ridiculously tall tower. It reminded her a bit of the Burj Khalifa in Dubai, a stepped pyramid stretched vertically, only the palace was bigger. Much bigger. She estimated it had to be at least three kilometers tall. Eyeing the rings of park and buildings surrounding it, Carol guesstimated the entire complex to be thirty kilometers across.

At the top of the tower, a holographic Hala star glowed. Carol glared at it. She didn't like seeing her symbol presented like that. The symbolism was so obvious she got it immediately; at the very center of things, the axis everything revolved around, the symbol let the world know exactly who was in charge. The tower just drove the point home. She ground her teeth. _How arrogant are these people that even their architecture pisses me off?_

Crimson flew towards a platform on the side of the tower, about halfway up. Carol saw a crowd waiting for them. It seemed to be mostly female and blonde. _Brace yourself,_ Carol thought. _Here we go....._

Carol and Crimson landed on on the platform's edge. A woman wearing all black with a red sash around her neck stepped out of the crowd. "Welcome, sister," she said, in a loud, clear voice.

Trying to hide just how awkward she felt, Carol said, "Uh.... hi."

The woman walked closer. Carol saw that she wore a skintight black outfit with gold edging and a V-cut neck down to her breastbone. Large, pointed shoulder pads held up a floor-length black cape. She wore thick black metal gauntlets and knee-high boots and carried a six foot long staff made of some unidentifiable material. She wore a red sash around her neck, the way Carol used to. The Hala star glowed on her forehead, built into a tasteful tiara made of black metal. "What is your name?"

"Carol Danvers," she said without thinking. There was a ripple of laughter from the crowd.

"Most of us have the same name," the woman said, smiling. She stopped within arm's reach. "We go by our hero names here. So, tell us, what is your name?"

Trying to be as blank as she could, Carol said, "Captain Marvel."

"Welcome, Captain." The woman's smile widened until it was too wide, giving her an edgy, unhinged look. "I am the Empress. You've already met Crimson." The Empress gestured towards the crowd. "It is my pleasure to introduce the members of the Sisterhood currently present." She pointed to each woman as she named them.

"Fracture." A woman with buzzcut blonde hair and orange eyes met Carol's gaze. Not only did she not smile, she looked like she'd forgotten how. She wore a black and red armored suit that covered her entirely from the neck down. Yellow-white light peeked out where the armor plates met.

"Lash." She smiled at Carol; Carol wished she hadn't. She wore her hair in a ponytail that reached halfway down her back. She wore a halter top, leather pants with the red sash around her waist, and armored boots. Her arms were bare, allowing Carol to see how her forearms bulged unnaturally. Scars marred her athletic physique.

"Purple Witch and her wife, Kamala." Carol managed not to flinch when she heard "and her wife Kamala." The Purple witch wore a very revealing outfit, essentially a purple bikini with built in skirt, double slit up to the hip. Purple, of course. She wore gold-embossed purple metallic gauntlets and black boots. The alternate Kamala was much more modestly dressed, wearing loose pants, boots, and a less revealing halter top. The red sash still curled around her neck. Both of the women nodded coolly.

"Cypher." The next figure was barely recognizable as a woman and bore only a faint resemblence to Carol. Her blonde hair spilled over her shoulder in a tangle; machinery marred her face in several spots. Mechanical wings were folded behind her. At first Carol thought she was wearing some version of Iron Man armor. Then she realized it was part of the other woman's body. Ironically, the machine-woman smiled warmly.

"Graviton." In contrast to the more elaborate costumes, Graviton's was plain black, form-fitting from neck to ankle, with a large white diamond covering much of her chest. A black Hala star was centered within the white diamond. The woman gave Carol a suspicious look.

"Bloom." A young version of Carol smiled and giggled. She wore a midriff-baring blue shirt and pink high-slit skirt. She seemed to be about 18 and was noticably pudgier then the other Carols. She held a glass of wine in her hand; Carol stiffened when she saw it. _Crap, liquor on top of everything else._

"Carl." Carol could not stop her eyes from widening. A tall blonde man stood with his hands in his pockets. He wore familiar looking camoflague fatigues; the words "Danvers" and "USAF" were sewed to his uniform. Carol's eyes widened further as she realized..... _Carl Danvers. Of course. And he doesn't need to use another name.....the only male member of the sisterhood._ Carl nodded to her politely; he seemed tired.

"And finally, my own wives, Jessica and Kamala." Carol couldn't stop herself from making a small strangled sound when the Empress said "wives". The two women did not meet her gaze. They both wore robes over lingerie, ironically more covered then the Witch. Physically, they were obviously Jessica and Kamala, but their body language told a different story. With their eyes downcast they seemed submissive. Afraid. Totally unlike the two heroic women Carol knew.

Carol realized she was staring at the alternate version of Jessica. The Empress noticed it too; she smirked. "Beautiful, isn't she?"

"Uh, I, y-yes." _Stop stammering you idiot!_ Something was bothering Carol. Other then everything. She took a step closer to the other Jessica. She had a black eye, and her nose had recently been broken.

Implications rose in Carol's mind like an ugly cloud. She was just thinking _don't jump to conclusions_ when Jessica met Carol's gaze.

It was the eyes that did it. Carol knew her Jessica intimately. She could read every expression, every raised eyebrow, every unsaid sarcastic comment; and she could read this Jessica too. This woman's eyes screamed despair. Her eyes stared blankly, not really seeing anything. Instead, they gazed inward, into a nightmare that never ended.

Carol simply stopped and stared. The Empress said something, but Carol wasn't listening. Rage boiled up from within. She thought, _Play it cool. Stick to the plan._ She looked again at the other Jessica's ravaged face and thought, _fuck the plan._

Carol marched into the crowd, ignoring the Empress. When she was close enough, she asked Jessica, "Who hit you?"

She could hear murmurs and a few gasps. Glancing back, Carol saw the Empress standing there with her jaw hanging open. Jessica whispered, "w-what?"

"Who hit you?" This time, Carol watched Jessica's face carefully.

Jessica's eyes darted to the Empress, then down. "No one. It was an accident."

"No one." Carol turned to the Empress gave her a full power death glare. "I see." The crowd held still and silent. Carol raised her voice. "At first, I was fooled. The grand titles, the fancy costumes, the palace......I thought this place might be worth a damn. The instant I get a closer look I find out I was wrong. All this crap -" Carol waved a hand, indicating the palace "-is just for show. It's not just to impress other people, it's to fool yourselves, too." Carol stared into the Empress' eyes. "Because your fearless leader is a wife-beating piece of trash."

Carol heard a few people gasp. Someone guffawed, then choked it off. The Empress's face turned a fascinating shade of red. Surveying the crowd, Carol noticed the Witch, her wife, and Carl were exchanging glances. She ignored them. Only Jessica mattered. She held out her hand. "Jessica, let me get you out of here." Belatedly, Carol realized two wives, she's probably abusing both of them. She met Kamala's eyes. "You too." Christ this is awkward, Carol thought, as she looked at Kamala's extremely attractive lingerie-clad body. A fragmentary plan of action spun through her brain. _I'll have to explain this to T'Challa and Adam.....find a place for the women to stay....I can imagine the lectures already....if I'm fast enough, maybe we can get out of here before they can react._

"No." said Jessica.

Carol could only stand there, her hand hanging in midair. "Uh?" she said.

"I love her. I won't leave her." Jessica said. A spark of determination glimmered in Jessica's eyes.

Exasperated, Carol dropped her hand. "Are you nuts? She's abusing you!"

"She doesn't mean to," Jessica said. "She's under a lot of stress. She needs us." beside her, Kamala nodded.

Fighting the urge to shout, Carol tried to think of a way to persuade them. _I can't just grab them and go, tempting as it may be.....there has to be something I can say...._

the Witch and the other Kamala stepped in between Carol and Jessica. "You should leave," said the Witch. She caught Carol's eye and whispered, "Go. Before it's too late." Carol couldn't decipher the look the other woman was giving her.  
The other Kamala, the witch's wife, touched Carol's shoulder gently. Softly, she said, "Thank you for trying. But you can't help them. They don't want to be saved."

"I'm not going to fly away and leave them here!"

The Witch said coldly, "No, that's exactly what you're going to do. And you're going to do it fast, because the Empress is about to kick your ass."

Carol whirled to see the Empress aiming her staff at Carol. The top opened like a steel flower, revealing a glowing purple light. _Oh shit, that's the Power Stone,_ thought Carol. Several other women were powering up, their fists and/or eyes glowing. Crap. Carol did the math, didn't like the result she got, and took off straight up as fast as she could go.

\------------

In her Ms. Marvel days, Carol's speed had topped out at about Mach 3 -- faster then pretty much everything except an SR-71. She'd gotten stronger since then. In her flight from the palace, Carol estimated she hit Mach 7. Her pursuers didn't even get close to her.

She flew a good ways up, a few thousand kilometers, then turned and hung motionless. Her pursuers had given up. Carol hung in the silence of space, waited for America to come get her, and thought dark thoughts. She felt like she'd touched something corrupt, insane, and evil, and it had worn her face.


	2. Consequences

**Summary for the Chapter:**

> Carol deals with some of the consequences of her actions.

“You did WHAT!?”

Carol had never heard T’Challa shout. His voice rose to a bass roar that seemed to shake the walls. She was impressed, but she would have appreciated it more if it hadn’t been directed at her.   

The reactions to Carol’s report were not encouraging. Monica stared at her, shaking her head slowly. Adam put his face in his hands. T’Challa had skipped “angry” and gone directly to “enraged”. Worst of all, America was laughing hysterically. After firing a warning glare at America -- she ignored it -- she met T’Challa’s eyes coolly. “You heard me.”

Black Panther locked gazes with Carol, his face expressionless, a muscle in his jaw twitching. “I cannot believe you would be so foolish.”  

Carol felt her own temper rev up. She took a deep breath and let the silence stretch out. “And what should I have done, T’Challa? Ignored it? Smiled and shook hands and pretended everything was kosher?” she paused, and as T’Challa opened his mouth, she interrupted him. “I know what you’re going to say. ‘Yes’.” She looked around the table, meeting the rest of the Ultimates’ eyes. “All of you are thinking it….well, who the hell knows what America thinks --” America stopped laughing. “You think I should have kept my mouth shut. Let me tell you what I think of that.” She raised her right hand, made a fist, and deliberately raised her middle finger. “You expect me to ignore someone abusing MY OWN WIFE!” She hadn’t meant to shout, but she was.   

Alarmed, Monica stood up. “Whoa there, cowgirl.” She made eye contact with Carol and mouthed  _ calm. _ Carol, reluctantly, nodded.Then she met T’challa’s eyes and said, “This isn’t getting us anywhere. We need to stay calm and deal with this. We can argue about who to blame later.”   

“I…..yes.” T’challa ran a hand over his face and frowned. “Yes. We must move forward.”   

Satisfied, Monica sat down again. Carol said, “OK, Great. Which direction is ‘forward’?”  After a few seconds, she raised an eyebrow. “Anyone?”  

“We need to get ready. They’ll be coming soon.” America spoke up. “From what you told us, she sounds like an egomaniac. Since you insulted her publicly and got away with it --” T’Challa, subtly, pinched the bridge of his nose. “--she’ll be enraged. To save her pride and her image, she has to hit you back. Hard.”   

To Carol’s surprise, America seemed serious. “How can you be so sure?” She asked, curious in spite of the situation.  

America shrugged. “I’ve dealt with a lot of petty and not-so-petty dictators. They’re all arrogant narcissists.” She paused. “Nearly all,” she amended, in a softer voice.  

“Well said.” T’Challa stood. “We must prepare for an attack.” He looked around the table, meeting everyone’s eyes but Carol’s. “And the enemy will probably target Carol personally, since she was present for the...incident.”  

Fighting down a surge of anger ( _ incident my pale ass! _ ) Carol said, “Bring’em on. I’ll stay on Alpha Station and put it on battle stations 24/7. If they board we’ll beat them to a pulp and if they show up anywhere else in cislunar space we’ll nuke the bitches.” She realized she was actually baring her teeth, thought about stopping, then thought  _ to hell with it _ and let the wolfish snarl stay on her face. A few seconds later, she realized she wasn’t keeping her temper under control very well.   

Monica spoke. “Carol, you said the Empress was married to…..a Jessica. And several others were too. That means….”   

_ That means…..since they are me….they know about Jessica. MY Jessica.  _ Carol’s snarl vanished in a wave of cold fear.  _ The best way to hurt me is through her. Oh, god.  _ She shot to her feet. “I gotta go.”  _ Shit, shit, shit, gotta get her and Gerry away from our place -- find a safe house -- crap, one of them was married to Kamala, they’ll be after her too -- how the hell am I going to explain this to either of them? Worry about it later. Go, now.  _ She headed for the door, not noticing that she’d knocked her chair against the wall hard enough to break it.  

“Need a lift?” Carol stopped in surprise as America joined her. She thought about telling her to go to hell, thought about ignoring her, thought about punching her, but then thought  _ nothing matters but Jess. And Gerry.  _ Taking a deep breath, she said, “Yes.”  

America opened a portal and the two of them jumped through.  

\-------------------------------------  

“JESS! JESS! JESS!”  

Jessica Drew, who had been relaxing on the couch in her and Carol’s living room, flew into the air as if a bomb had gone off under her. “What the fu--” Jess relaxed from the combat stance she’d reflexively snapped into. “Carol? America? Wh--”  

Carol interrupted her with a bone-crushing hug. Jess squeaked, “Air!” 

Carol let her go and immediately started giving rapid-fire orders. “Get Gerry and everything you need for a….”  _ vacation? Excursion?  _ “....trip. I’ll explain on the way. Move!”  

Jess, seeing her fear, moved. Carol, belatedly realizing she wouldn’t be coming back home for a while either, grabbed some essentials. It only took a few minutes.  

When they were ready, America ported them to the Triskelion. “Back in a sec,” Carol said, before Jess could say anything; the explanations were going to take a while. She and America ported right back out again.  

Carol and America emerged in an oddly shaped space filled with metal supports. It took her a few moments to realize they were under the bleachers in an indoor gym. She could hear high schoolers playing basketball nearby. Nodding to America, she set her jaw and started walking. The younger woman stopped her. “What?” she snapped.

“Kamala’s identity is still secret. If Captain Marvel walks into her class and asks for her by name……”  

“Crap.”  _ I should have thought of that. I’m moving too fast, making mistakes. Damn, damn, damn.  _ Carol ran her hands through her shoulder-length hair. She pondered how to get Kamala out of class covertly, came up with nothing, and prepared to say  _ to hell with it _ , when America said, “I look 16. I’ll get her.”  

Unable to remember the last time America helped her with anything, Carol asked, “Mac…...why are you helping me?”  

America smirked. “T’Challa’s no fun to tease, and Monica and Adam are to busy being in love to notice much of anything. I gotta have someone on the team to mess with or I’ll go crazy from boredom.” As Carol rolled her eyes, America’s smirk vanished. She put a hand on the blonde’s shoulder. “What you did with those other yous….It was the right thing to do.”  

Carol shook her head. “T’Challa was right, the consequences --”  

“--don’t matter.” America said. “T’Challa’s to concerned with tactics and not concerned enough with doing the right thing. Because sometimes, the right thing gets you into a lot of trouble.”

Belatedly, Carol realized why America was in trouble constantly, and had a reputation as “difficult to work with”. After a pause to think, she asked, “Mac…..you’ve been all over the Multiverse. Have you ever had a problem like this?”  

America’s expression reverted to her usual ironic who-cares facade. “Nope. I don’t have alt versions. I’m unique, remember?” She winked, turned, and walked confidently out into the gym.

Carol waited in the darkness under the bleachers and thought, ‘ _ I look 16’. I thought she WAS 16. How old is she, really? _  

\---------------------------------------------------------  

Explanations didn’t go well.   

Carol, brave as ever, took on the uncomfortable job of informing her wife and protege of the situation. America watched and smirked. Since there was no easy way to say “your life is in danger from alternate universe versions of me,” she just threw it out there.   

After a very long pause, Kamala Khan, a.k.a. Ms. Marvel, asked, “....aaaaand we're here because....?”  

America’s smirk widened.  

_ Just say it,  _ Carol thought. “Several versions of me are in a polyamorous relationship with both of you,” she said, not meeting anyone’s eyes. “I think they’ll try to get to me by targeting you.”  _ Mac if you start laughing again I’m going to see if you can portal your way out of the sun. _  

The silence this time stretched until it was well past awkward.   

Abruptly, Kamala burst out with, “But I’m sixteen! And straight!” That was when America burst out laughing and all hell broke loose.   

An hour later, Adam and Monica came to investigate the noise. They found America, Carol, and Jessica yelling at each other and Kamala sitting, scrunched into a ball, with her fingers in her ears.    

The shouting would have continued indefinitely if Adam hadn’t intervened. Calm as always, he found a place for Jessica and Kamala to stay for a month: his undersea science-fortress. It was roomy enough that they wouldn’t be awkwardly rubbing shoulders, modern enough that Kamala could do her homework via internet, and safe enough that no one would find them. Plus he and Monica could help with babysitting. He came up with some excuse or other to feed to Kamala's overly-conservative parents; Carol didn't pay attention. She had other things on her mind.  

After the arguing had subsided, Carol managed to steal a few moments with Jessica. “I’m sorry for all this,” she said, quietly. “I didn’t think.”  

Jessica hugged her. “You tried to save me. Don’t apologize for it.”  

“I….but…...Jess, it wasn’t you.”  

After a moment, Jessica murmured, “You don’t sound too sure about that.”  

Carol lay her head on Jess’s shoulder and kept her mouth firmly shut.  _  She’s not you, Jess. She can’t be…...because if she is, then that creature calling itself Empress is me. And I’d rather die then become her.  _ She wanted to lie down, cuddle Jess for a few hours, and talk about her darkest fears. Things that had crossed her mind as she hovered in hard vacuum and waited for America’s portal; questions that she didn’t have answers to. Questions like  _ she looks like me, sounds like me, act like me….. How much difference is there, really?  _ Questions like  _ How did she fall so far? And the other Carols, what happened to them? Was it trauma, childhood abuse, PTSD…...or did they just stop caring one day? Whatever happened to those women…...will it happen to me? How can I avoid it? What if I can’t? What then?  _ Worst of all:  _ what if I'm already becoming like her, and I just don’t realize it yet?  _ That half-conscious thought cut to the bone. Her regrets over the whole Ulysses situation, how she’d handled Tony’s obnoxiousness, or not handled it, how she’d finally lost her temper and done her level best to kill him; all her secret doubts and fears dragged into the light by Empress Marvel.   

_ I think I hate her. _  

Carol drove away her doubts by kissing Jess so hard her eyes crossed. It went on inappropriately long; neither of them cared. America watched appreciatively. Kamala watched with her lips slightly parted and eyes wide. The kiss couldn’t last long enough for Carol, but circumstances forced them to stop. They reluctantly parted. She left for Alpha Flight missing Jess as usual, but also puzzled by Kamala’s behavior. That last look she’d sent in Carol’s direction had been indecipherable. It was just another puzzle in a long list of puzzles, and a minor one to boot; she forced it out of her mind. She had enough to worry about.


	3. SHTF

**Summary for the Chapter:**

> The empire strikes back.
> 
> warning: there's a lot of violence in this chapter.

The attack came four days later.

Carol was in CIC when it happened. She’d just finished snapping at Brand over something or other; after four days of waiting her nerves were stretched to the breaking point. She saw Brand’s mouth turn down, the way she did when she was about to get extra sarcastic, when a flash of white light and _foomp_ of displaced air interrupted her. When her vision cleared, a black-clad soldier was aiming a weapon at her face.

Time stretched out as adrenaline hit her. A dozen thoughts tumbled through her head at once: _What the hell_ and _Who’s that_ and _Did they just teleport in_ and _What kind of gun is that_ and _What kind of uniform is that_ and _Why is my symbol on his shoulder_. The symbol set off another chain of thoughts: _It has to be Her_ and _This is it_ and _Finally_ and _They knew exactly where to port in_.

The soldier interrupted her by shooting her in the face.

It didn’t hurt, or course; She had once told Jess that bullets felt like someone poking her with a finger. The bullets ricocheted crazily into the equipment. In the enclosed space of the Command Information Center, there was all kinds of vital equipment and people for them to hit. Carol stopped thinking and got moving. She lunged forward and slammed her left fist into his gut. She felt his body armor break under her hand, a snap followed by a ripping noise. She felt a couple of ribs break, too, and something soft rupture deeper inside him. He wheezed loudly as she knocked the air out of his lungs. Then he flew backwards. His legs hit a console and his top half kept going. He pinwheeled across the room, hit a bulkhead, and collapsed into a heap.

Soldiers filled the room, firing. In a small compartment with metal walls the sound was deafening. She could feel other bullets hitting her from all angles, some direct shots, mostly ricochets. How bizarre was it that she’d been hit by enough bullets to tell the difference? Carol suppressed the thought. There was no time for anything but action. And she’d been aching for this.

She picked a soldier at random and blasted him, leaving a smoking crater in his body armor and knocking him down. She worked the room left to right, taking down the soldiers like pop-up targets. Alpha flight crew dove for the deck, though she could already see it was too late for some. Brand was shouting orders behind her. Consoles sparked and died as bullets tore through them. Wall-mounted displays shattered. She could distantly hear someone screaming in pain over the gunfire.

The remaining soldiers dove for cover. In the lull Carol shouted, “Brand, get everyone out of here!” She didn’t wait for a reply. _Keep the pressure on,_ she thought. _Don’t give them time to react. Keep them off balance so the crew can get out._ She took the direct approach, as she usually did. Metal screamed as she tore a console out of the deck and threw it more or less towards the enemy. The soldier hiding behind it had just finished reloading. He raised his weapon as she reached for him. He was too slow. She grabbed the barrel, twisted, and pulled. The weapon came right out of his hands; he yelled as his fingers broke. He didn’t yell when she punched him in the face. Bones broke, feeling like dry sticks cracking. Hot blood spurted over her fist as his face caved in. She tossed the corpse aside and charged towards the next soldier, snarling.

White light flashed. _Damn_ , she thought. She mowed through the soldier in front of her -- a woman this time -- and shoulder-checked the next one like a rugby player. She had just enough time to hear a roar and think _rocket launcher_ before the missile hit her and detonated.

It couldn’t hurt her, of course. What it could do was knock her down. As strong as Carol was, she weighed the same, and the rocket threw her into a bulkhead with enough force to leave a large dent. She whirled, or tried to. Instead she realized she was literally stuck in the twisted metal. Growling, she exerted some effort and tore loose.

In barely sixty seconds CIC had been completely destroyed. Corpses littered the deck, mostly in Alpha Flight’s colors. Blood spatters and bullet holes decorated the walls. Expensive command and control equipment lay in twisted pieces. A dozen soldiers still stood, aiming a variety of weapons at her. Carol noted that Brand had gotten out with a few others, but she wasn’t happy. She could see at least a ten dead and she knew there would be more. She’d been angry before, but the sight of her people lying dead on the deck enraged her. _I knew the Empress was scum, but all this just because I embarrassed her…...and she had to know this attack wouldn’t hurt me. Why bother?_

The answer to her question appeared in a flash of white light. She remembered their names from when the Empress had introduced her. Crimson, Fracture, Cypher, Lash, and Bloom. Counting herself, there were six people named Carol Danvers in the compartment. A shiver of fear ran down Carol’s spine as she realized _The soldiers were just to clear everyone out of here. They knew a lot of them would die, maybe even all of them, and they didn’t care._

“Hi, sis,” sneered Crimson.

Carol gritted her teeth. “I’m not your damned sister.” Silently, she counted enemies. _Eleven soldiers, Five powered._

“Not yet,” the other woman replied. “You should have taken our offer. It was genuine, believe it or nnnnn-” Crimson recoiled as Carol launched herself across the wreckage. Surprised, she only managed to raise her arms ineffectively as Carol punched her in the face. No breaking bones this time; Carol felt a satisfying pain in her knuckles as the shock of impact traveled up to her shoulder.

She didn’t stop to watch Crimson hit the wall. _Keep them off balance,_ Carol thought. She was standing where Crimson had just been, between a soldier and Fracture. She glanced both ways, held her arms out in a t-pose, and blasted both of them. Fracture staggered back. She followed up with a right cross, knocking the armored woman to the deck.

The weird-looking one jumped on Carol before she could do anything else. Lash, she remembered. Between the tiny tank top, scars, psychotic look in the eyes, and bulgy forearms, it was hard to forget her. The mystery behind the grossly bulging forearms revealed itself as organic whips emerged from Lash’s wrists. They uncoiled to lie on the deck shining wetly, dyed a vivid green.

“Lash,” She said. “Right. Got it.”

Lash hissed at Carol like a snake, revealing pointed teeth, before scything a whip into Carol’s legs. It coiled around then like a python. Carol lost her balance, almost fell, used her flight powers to recover and hovered just off the deck, her legs wrapped up. The other whip blurred into motion; she caught it with her left hand. The whip coiled around her arm. Crap, Carol thought.

Crimson hit Carol in the kidney much harder then the bullets had. The impact threw her into Lash, knocking them both down. Carol worked her arm free, saw the harmless-looking one -- Bloom -- advancing with a hand raised, as if she was trying to grab someone. Carol didn’t wait to see what she could do. She fired blasts from both fists straight down, into Lash. The whip around her legs fell away and she jumped backwards. She felt herself collide with someone just behind her; she couldn’t help but notice they were definitely female. Without looking, she reached back, grabbed one of Crimson’s arms, and threw her at Bloom.

She was poised to follow up when another rocket hit her in the back. Carol went flying into a devastated console. Electricity sparked. She tore herself loose just before Cypher hit her.

The armored woman knocked her sideways, followed up with an uppercut -- Carol flew backwards -- instead of hitting her again, Cypher lowered her arms. Small, concealed hatches on her shoulders popped open. A swarm of micro-missiles poured from the openings, all targeted at Carol.

The room vanished in explosions. Once again, they didn’t hurt her, but she had to brace herself or she’d go flying again. As the fireballs cleared another rocket came arcing towards her. The soldiers, apparently, weren’t done yet.

Carol managed to dodge, barely. She found a melted hunk of equipment in front of her. Tearing it out of the floor, she hurled it at Cypher and sprinted left. An energy blast came her way, which she absorbed easily. She could see the rocket gunners reloading, bent over and half-turned. She saw the gunners wore bulky backpacks stuffed full, added two and two and got four, and hit the nearest backpack with a photon blast.

The ammunition inside exploded all at once; the soldier wearing it flew apart in a spray of blood and gore. Hunks of flesh sprayed everywhere.

Carol didn’t react, though she knew she’d remember it in her nightmares later. Right now she stayed focused on the fight. In spite of being outnumbered, she was confident. It’s not like they could do much to her, after all. From the way things had been going she figured she was as strong as any two of them, perhaps more. She turned from the crater in the floor, ready to attack only to get shot in the eyes.

The world went dark. Some kind of sticky goo covered most of her face. Fortunately she didn’t need to breathe, but she did need to see. She tried to wipe it away, but it resisted, clinging stubbornly to her eyes. _What the hell?_

Several impacts hit her at the same time. Someone grabbed her from behind and wrapped an arm around her neck. Tentacles snaked around her legs, pinning them together. Hands grabbed her left and right arms, pulling them back. In the darkness, she could hear voices.

“Hold her, dammit!”

“She’s too damn strong!”

“Bloom, get your useless ass in here!”

Carol didn’t know what they were doing, and didn’t wait to find out. She roared and yanked both arms free. She felt one of the hands that held her break under the force. A woman yelled angrily.

She couldn’t think of anything else to do, so she shot herself in the face. It worked, somewhat to her surprise; the foam covering her face was flammable and rapidly burned off. The woman holding her in a headlock -- Crimson -- wasn’t letting go so easily, though. “Bloom! Do it!”

Crimson behind her, Lash in front of her, Bloom walking up, her eyes wide, blood from the dead soldier all over her, hands outstretched…..Carol reached back, trying to get a hold on Crimson, but couldn’t. Lash hissed again and grabbed her arms with her whips, releasing her legs.

Carol snarled. After one of the most intense fights she could remember, she wasn’t in the mood for half measures. She gripped Lash just so, took a breath, and ripped her arms off.

Lash staggered back, fell down, and started screaming, an ear-piercing shriek that would have shattered glass if any had been left. Blood sprayed from her shoulders, spraying everyone.

Crimson cursed, twisted, and pushed Carol off-balance, using her weight to pin Carol to the floor. Someone grabbed Carol’s right arm; Crimson grappled for her left. Carol rolled, bashing Crimson against some wreckage. Cypher, who had grabbed her right arm, shoved her back face-down on the deck.

A gentle hand touched Carol’s head and everything stopped. “Got her,” a shaken voice whispered.

Crimson let go and stood up. “Christ almighty.”

Cypher stayed on her knees. One arm dangled by her side, useless. Carol lay face-down in front of her. Bloom knelt next to her, both hands touching Carol’s head.

Inside her head Carol screamed. _Shit shit shit shit why can’t I move_

“What the hell took you so long?” Crimson angrily glared at Bloom.

The younger woman, smeared with blood, said, “Can’t talk. She’s very strong.”

_Telepath. She’s a telepath._

“No shit she is.” Crimson stepped over Carol and looked down at Lash’s corpse.

Fracture surveyed the damage. “The Empress will be pissed.”

“At Lash?” Crimson shrugged. “Plenty more where she came from. Come on, let’s get out of here before her troops come back.”

Crimson carefully picked up Carol’s limp body, making sure Bloom stayed in contact with her head. “Turn her off completely, just in case. I want her catatonic until we get her secure.”  
Bloom nodded. Carol felt a subtle fog spreading through her mind. Shutting her down. Cold fear raced through her. How stupid she’d been, to think that her people getting killed was the worst that could happen.

_Oh, Jess. Baby, I screwed up. I screwed up bad. I need you to come get me. Jess?_

\---------------------------------------------------------------------------------------------------------


	4. Face to Face

**Summary for the Chapter:**

> Carol has a long talk with the Empress.
> 
> Warning: there is some seriously dark and messed up stuff in this chapter.

Jess knew something was wrong as soon as she saw their faces.

Adam and Monica were good at keeping their faces straight, but Jess had been trained as a spy since childhood. Sensing mood was a potentially life-saving skill. She hadn’t had to think about it consciously for years, which sometimes made things awkward -- she always knew when someone was having marriage trouble, for instance.

Jess noted the tense shoulders, the position of their hands as they walked in, a telltale sign that they’d been holding hands moments earlier. Her eyes automatically tracked to their faces. Adam’s strong jaw and sharp nose wrinkled slightly with tension, his mouth compressed into a line; Monica’s lovely cafe-au-lait complexion marred by two tiny worry lines above the bridge of her nose. Noticing they were upset and hiding it, and knowing their relationship was doing well, and that they normally were busy at this time of day, Jess reached the obvious conclusion.

_Carol._

Adam and Monica walked across the room to where Jess had been talking to Kamala.They sat together on the floor, Gerry playing with some Legos nearby. Before they could say anything Jess leaped to her feet.

“What happened to her?”

The couple exchanged glances. Adrenaline surged into Jess’ body. Her heart rate surged, her fists clenched, and she focused on the two like a hawk staring at its prey. Jess could see Adam realize she knew, realize how she knew, recover his mental balance, and discard his planned speech. “She’s been captured. Alive, we think.”

Her heart seemed to stop for a moment. It restarted, but a giant was squeezing her chest. She could barely breathe. “Alive _we think?_ ” Jess’ voice sounded shrill. The giant holding her chest was grabbing her throat too. Hating herself for sounding hysterical, she glared at Adam and Monica.

“She’s alive.” Monica said.

Jess forced herself to take a deep breath. She ordered the room to stop spinning. Kamala touched her shoulder and squeezed gently. It helped. The room slowed and stopped, leaving her dizzy. She ordered her body to behave. Deep, slow breaths. Part of her noticed Adam, Monica, and Kamala were politely waiting through a very awkward silence, but most of her didn’t care. There was only Carol…...and what Jess knew she had to do.

When she finally spoke again, Jess was pleased her voice was level, completely flat; her best military impression. She’d learned it from Carol, after all. “Call America. I’m going in after her.”

Jess’s mind was already working, coming up with plausible covers, contingency plans, ideas to explore with Adam and T’Challa…..and so when Kamala spoke, her train of thought went straight off the rails. “I’m coming too.”

Three sets of eyes gave Kamala identical surprised looks. Jess reacted first, because she was keeping herself under very tight control. “The hell you are,” she snapped.

Kamala took her hand off Jess’ shoulder and folded her arms. “I can help. I heard there were versions of me there, too, right? That’s how I get in.”

Jess shook her head. Monica said, “Kamala, this is serious --”

“ -- and I’m just a kid? This _kid_ has been in the Avengers and the Champions for a couple of years now. I’m almost 18 and I’m graduating soon. I’ve even fought Carol, with that thing with Ulysses. Jess is going to need help and I can help.”

Giving Kamala her best Danvers Death Glare, Jess took a breath, ready to straighten out Kamala good and proper. Adam beat her to it, however. “Maybe you should see the surveillance footage of the attack. We only have the first part, because all the cameras got smashed, but it’s…..well.” He handed a tablet to Kamala. The surveillance footage of Carol fighting for her life was already playing.

Jess watched the footage over the shorter woman’s shoulder. She’d seen plenty of carnage in her time as a hero; but Carol cutting loose in close quarters was something else. Captain Marvel mowing through the soldiers was impressive, but when she blew up the rocket teams in a shower of gore, even Jess had to turn away.

Transfixed, Kamala watched the whole thing. When the video ended in a burst of static she kept staring at the black screen. Jess took the tablet from her hands and gave it back to Adam. “Do you understand now?” she tried to keep her voice neutral, but some of her anger leaked through anyway. “You could probably get in, yes…..but there’s no way in hell you’d get out again.”

Kamala closed her eyes, shaking. “I understand.”

Jess turned her back on the teenager. Part of her was sympathetic, but the rest of her was angry. She had one goal: save Carol. Anything that got in the way was an obstacle, and there were already too many. The last thing she needed was an untrained kid getting both of them killed.

“Monica. Adam. Will you watch my son?”

The couple met her eyes and nodded. Jess could see they both understood that she was asking two questions, and they agreed to both. No questions, no conditions, just a silent act of compassion and loyalty, all the more powerful because it was unsaid. A tiny part of the tension wedged in her heart eased. If everything went wrong, if neither she nor Carol came back, Adam and Monica would raise her son.

“Thank you,” she said, feeling a gratitude too huge to express. “Thank you.” she said it again, which was pathetic, but she didn’t have any better words.

Adam nodded. “Follow me. I’ll get you all the information we have.”

 

\----------------------------------------------------------------------------

 

Carol woke up strapped to a cold metal table with a bright white light shining in her eyes.

She could feel restraints on her wrists and ankles and neck. Something metal cradled her skull; she couldn’t move her head at all.

She couldn’t see much of the room around her. Shelving full of equipment and boxes. Bright lights and machinery suspended from the ceiling. A large machine attached to her head. Someone wearing dark colors sat next to it, watching a display screen intently. A red scarf covered the person’s neck; Carol felt a surge of hate as she recognized the Empress. _Down, girl,_ She told herself. _She doesn’t know you’re awake yet._ Very carefully, she tested her restraints. She was surprised to find she couldn’t break them. _Hell no,_ she thought. _I’m getting out of here right now._ She took a deep breath and concentrated, summoning all her power. The Empress turned to look at her, surprised.

Carol put everything she had into breaking the wrist restraints. There was a _clang_ as something metal broke under the table and the sounding of straining metal, but she was still held tightly. Gritting her teeth, she tried again, her face reddening from the effort. Still nothing. Well, her wrists hurt like hell, but that as all.

“You’d better stop that, or you’re going to hurt yourself,” said the Empress, in Carol’s voice. Her tone implied a distant, cool amusement, like a trapper watching a caged animal struggle.

“Screw you,” grated Carol, and threw herself against the restraints. She thrashed until she was out of breath. The table clanged and shook. The Empress watched, a slight smile on her face, as Carol wore herself out struggling, only to find it made no difference at all.

As she lay there panting, Carol thought, _oh, this is bad. This is really bad._

The Empress looked back to her display, then chuckled. “Oh, it’s bad, all right.” Carol froze with surprise and horror. _Psychic?_ She thought.

“No, honey, Bloom’s the psychic one. I have other talents.” Carol’s doppelganger crossed her legs calmly. She didn’t have her staff or the elaborate cape, only the neck-covering sash and bodysuit. “I suppose you’re wondering how I can read your mind?”

Carol remained stubbornly silent. _Think, you stupid woman,_ she berated herself. _Use your head for once in your life._

The Empress raised an eyebrow. “Such terrible self-talk. It’s not good for you.” She touched the machine holding Carol’s head. “I call it a mind-spider. It was developed on my Earth to help psychiatric patients resistant to medication. It’s quite an impressive technology….especially after I got through tinkering with it.”

 _I may as well talk, she’s going to read my mind anyway._ “Mind-spider is a stupid name.”

The woman in black laughed. “Ha! It is! It really is. Naming things isn’t one of my talents.”

“Not good at naming things, not good at being in charge, not a good wife…..what are you good at? Kidnapping people? Murder? Stop me if I’m getting close.”

The laughter stopped. She stood, looming over Carol, and said, “I used to be a good doctor, a long time ago. Then I was a good leader. Now I’m a fantastic leader.” She wasn’t smiling anymore. Carol noted the change in her demeanor and thought, _Sore spot, eh? She’s not looking at the screen…..keep her talking. Maybe….._

“You call this good leadership? Ruling by fear? Attacking people who don’t do what you want?”

“I do.” she said. “I’ve been Empress for a hundred and fifty-three years. I rule seventy-nine alternate Earths. I’m Empress of the Kree Empire, In this universe, anyway.” She leaned down, getting in Carol’s face. The cool distance fell away from her face. The regal amusement fell with it. Carol realized that the Empress’ light banter had been a facade, a mask which had slipped, revealing something angry, bitter, and sadistic. _Maybe I shouldn’t have been so snarky…._

“I built the Empire up from nothing.” She whispered the word _nothing,_ her eyes narrowed to slits. “When I started, the Shi’ar had just finished devastating the planet. Two billion people were dead in the wreckage. You know who saved them?” She leaned even closer to Carol. “I DID!” She screamed. Carol couldn’t help it, she flinched.

The Empress’s face contorted in rage. She bared her teeth and snarled, “I crawled out of the wreckage to save humanity. ME! No one helped me because everyone else was dead! I built a world government. I made the first alliance with another Earth. I created the Empire from that alliance. It took me decades of work. I spent decades more expanding.” She paused. “And It was I who ended the Shi’ar threat once and for all.”

Carol thought, _the mask is coming all the way off. I don’t want to know this._ Something must have shown in her face, because the Empress paused.

“You’re horrified.” She shook her head. “You really are a moron. I did what was necessary. The Shi’ar started it by killing half of humanity. I repaid them by killing _all_ the Shi’ar.

 _I don’t want to know. I don’t want to know._ Horror paralyzed Carol as she stared into her own face and wondered how things could have gone so wrong. She whispered, “All?”

The woman in black straightened. “All. We hunted down every last one.” The smile came back, the mask returned to its place. “Just like you.”

“Wait, what? I’ve never committed genocide!”

“No…...but it wasn’t for lack of trying.” The Empress sat down and turned the Mind-Spider’s screen so Carol could see it. The image was blurry, but Carol could clearly make out herself, in full power Binary mode, blowing up the Brood home planet. “You had the right idea, but you were too gutless to finish the job.”

Confused, Carol blurted, “How do you know that?”

The other woman shook her head. “Of all the versions of myself I’ve met, you are without a doubt the strongest. And of all the other “me”s, you are the dumbest and most deluded.” She slapped the machine. “It’s called a Mind-Spider and can read your mind, you dolt. I downloaded your memories while you were unconscious. Interesting viewing.”

Carol was so shocked she couldn’t think of anything to say.

“Yes. I’ve seen it all. Even some of your more, hmm, private moments.” She paged through images, settling on an image of her and Jess “up close and personal” as it were, reflected in a mirror. Carol turned beet red.

The Empress chuckled. “I’ve seen it all before, dear…...I do have a question, though.” She brought up another image. “Who’s that?”

A picture of America creating a portal hung silently on the screen.

 _Fuck._ Cold fear surged through Carol’s veins. _Our ace card, unique in the multiverse. Oh, fuck._

“Unique in the multiverse, you say? How interesting.” the woman who called herself Empress watched the screen carefully as Carol’s thoughts scrolled up it. “What’s her name?”

Carol struggled with herself. _Think of something else. Think of something else. Don’t think about America --- FUCK!_

“America? And you thought _my_ names were bad. Now that I know what to look for, I’ll go through your memories later and learn all about America. Ace in the hole, eh? Too bad. That might have worked.” She watched Carol’s desperate thoughts scroll upwards. “Goodness. Did they teach you to curse like that in the Air Force?”

Carol felt panic rising in the back of her mind. She started to struggle again. A low growl escaped her throat as she threw herself against the restraints.

“Hm.” The Empress coolly watched until she stopped, panting. “You asked what I have a talent for. The most pertinent answer for you is, revenge.” She stood and began to pace. “At first I was just going to dissect you while you were still conscious --” Carol shuddered in horror “but no, that’s not good enough. Revenge, real, honest-to-god revenge is personal, and leaves the receiver alive afterword. Prolongs their suffering, you see.”

Carol’s eyes tracked the Empress as she paced. Step, step step, turn. Her heels rapping against the floor. “I realized the answer as I was reviewing your memories. Tell me, Carol. What are you most afraid of?”

Carol tried to ignore the question, and desperately tried to ignore where this was going. She tugged at the restraints again, uselessly. “Why won’t my powers work?”

The Empress stopped pacing. “Power dampeners, of course. I’m not a fool. Anyway, your greatest fear……” She resumed pacing. “Mind control.”

Carol put it together then. _Mind Control. Mind Spider. Oh, god. Not again._

The pacing stopped again. The Empress’ face appeared, looming over Carol. The mask fully gone now. Her eyes were alight, her lips parted, and her face flushed with excitement. She licked her lips as she watched Carol start to shake. _God help me. She’s a sadist. An out-of control, psychotic, genocidal sadist._ Carol cursed herself for her stupidity, for her cockiness, for not running when she had a chance. She cursed herself for thinking that death was the worst thing that could happen.

“Here’s what I’m going to do to you,” Said the Empress. She watched Carol’s reaction avidly, like a cat watched a wounded mouse try to drag itself away. “I’m going to wipe your mind and make you my slave. You’ll obey me, and you’ll like it. I’ll even let you have your powers back; I have some work for you to do.” Carol threw herself against the restraints hard enough to bruise. She felt her left wrist crack. Something gave in her right legs with a _pop_. Agony flooded her. She kept struggling anyway. 

The other woman smiled as she watched. “Then I’m going to invade your Earth. You’ll be leading, of course. Leading from the front, like a good leader should. Then, after we win -- after we’ve killed most of your friends -- I’ll make you execute Jess and Gerry.”

Carol froze in absolute, utter horror. 

“And then, while you’re standing over your wife and son’s mangled corpses, I’ll give you your memories back. You’ll know exactly what you’ve done. But I will still own you. You’ll continue to serve me, memories intact, for the rest of your life.” She sat back and sighed in satisfaction. She met Carol’s eyes and raised an eyebrow. “No insults? No pithy comebacks? Pity.”

Staring into the Empress’ eyes, Carol had a momentary sense of dissociation. A sense that she wasn’t looking at a person -- no; the empty shell of a person. Behind the cored out remnants of woman who’d once been a hero, some unnameable  _thing_ wore the Empress like a suit of clothes. Behind the Empress’ eyes, Carol looked into an abyss of darkness. It looked back at her, and she flinched.  _Not like this, god. please. Not like this._

The moment passed. Carol still couldn’t think of anything to say. All she could think of was her failure, and how everyone would pay for it. And how she would welcome death if it would only come for her _right now_. Finally, tried to pull together some kind of bravado. Only a slight stammer betrayed just how terrified she was. “I-I don’t believe you. You can’t do all that. No one could.”

The Empress smiled. “I can’t do that? Carol, honey, I’m already doing it. The Spider has been running the whole time we’ve been talking.”

Carol screamed.


	5. Infiltration

**Summary for the Chapter:**

> Jess enters the fray.

It had been a long thirty-six hours for Jessica Drew and the Ultimates.

Jess’s emotions drove her. She used the fear and anger as fuel, flogging herself mercilessly onwards. And because she needed their help, she flogged the Ultimates just as mercilessly. Every time she felt a twinge of guilt, she reminded herself:  _ nothing matters but Carol. You can apologize later, if there is a later.  _ So she answered complaints by giving a simple, dead-silent glare. It was remarkably useful; after about ten seconds, whoever was bothering her invariably gave up and walked away shaking their head.   


She knew she was going to pay for this later in a variety of currencies. She’d have to do some serious apologizing to the others, especially America; Gerry, while he was having a good time with Kamala, was due some serious Double Mom Cuddles after all this was over; the number of unanswered voicemails on her phone was piling up; and she was pretty sure she was late paying a couple of bills. She couldn’t bring herself to care (except for Gerry, of course).  


She had other payments to make; she hadn’t slept, for one. She tried for about five minutes, succeeding in dropping off momentarily; she fell straight into a nightmare so frightening she literally woke screaming. She hadn’t eaten. Everything she swallowed came right back up. On the plus side, she had managed to keep herself under control. She wasn’t going to break down crying when Carol needed her. Well, not more than once, anyway. Or twice. Maybe three times, but the third one didn’t really count. The fourth time didn’t either…..  


When it was all over she was going to cry for an hour and sleep for a week, preferably in Carol’s arms. She kept herself from thinking _ If we don’t get her back  _ automatically.   


Jess had figured she’d be gone already, but problems kept multiplying. First, there was America’s discovery that she couldn’t portal in to the palace. After a couple of hours of frantic effort, they’d plotted a fifty-kilometer-wide circle centered on the palace that could not be teleported in to. That meant she couldn’t go in on foot.  


Then there was Adam’s problems with his stealth recon satellites. Jess really, really needed a map or floor plan, but she would have to make do with blurry recon photos. Not exactly ideal. Then the remainder of the video from the attack came in, and with it the realization that Carol was under psychic control. That had caused Jess’ second breakdown, discreetly in a disused hallway, where no one could see.

T’Challa saw it anyway. He coughed politely a few arm’s lengths away and waited for her to compose herself. 

“What is it?” Jess wiped her nose again.

He stepped towards her. “This changes things. We need a way to free Carol from the enemy’s control before you go in.”

“I’m going in.” Anger flared.  _ Tears to anger in five seconds, I really am losing it.  _

“Yes, yes.” T’Challa raised his hands in a placating gesture. “But we need a better plan. If Carol’s completely brainwashed and sees you as an enemy……” He let the sentence hang in the air.

Jess sneered at it. She didn’t like it much. Anger told her to yell, throw things, and go alone if she had to…...but she hadn’t completely lost it. Not yet. She took a couple of deep breaths.  _ Think.  _ “I-I can go in and stay hidden. I can send back information you’ll need. Maybe lower a shield or something when the time comes.”

He nodded. “Good, I agree. But, Jess, you  _ must  _ stay hidden until we give the word. If you get caught they’ll brainwash you too, or use you for some sick game with Carol, or just kill you.”

_ If Carol and I were both brainwashed, we’d be together.  _ The thought surprised Jess. She closed her eyes.  _ And what would happen to Gerry? Would we even remember him? No, no, no. I have a responsibility to my son.  _ A wave of disgust ran through her, that she could consider abandoning her child. A traitor voice in the back of her head whispered,  _ He’s better off without you. You’re a terrible mother. Adam and Monica can provide for him better than you ever could. _

She stuffed the voice back into its box.  _ Shut the hell up,  _ she told it. 

T’Challa, bless him, watched the emotions run through her and waited patiently. 

Back in control of herself, she nodded. 

“There is some good news.” T’Challa watched her carefully. “Before she left, Carol wanted an escape hatch, or an “oh shit button” as she called it.” Jess smiled a little.  _ That’s her all right.  _ He continued, “Adam placed a stealth satellite in orbit with a powerful laser. She wore a pager to activate it. In theory, the laser would power her up to binary mode.”

“Why didn’t she use it?”

“Because it’s taking longer then expected to charge. It’s still not ready.” T’Challa managed to look embarrassed without changing his expression.

Jess stared at him, irritated. “How is this good news?”

“She forgot she was wearing the pager. She’s still wearing it now. It’s very inconspicuous. They won’t find it.”

A new emotion rose in Jess’s chest. Hope. “And because she forgot it, reading her mind won’t give it away.”

T’Challa nodded. “Get in. Hide. Free her mind. Then activate the satellite and escape.”

“If it’s ever ready,” Jess replied, rather sharply.

“It will be. Adam and I will make sure of it.” 

She nodded slowly.  _ Maybe we have a chance…..if the satellite works, if I can get in, if I can un-brainwash her. That’s a lot of ifs. _ She met T’Challa’s eyes. “Then I guess I’d better get back to work.”

She did, and promptly hit a brick wall; how to get in? She brainstormed a solution in a few hours with T’Challa, Adam, and Monica. 

As her departure grew closer, Jess spent hours memorizing the recon photos and going over their “best guess” layouts. Equipment checks, adjustments and modifications, more checks, carefully loading pockets with every gadget she could lay her hands on, practicing pulling them out at a moment’s notice. Noting what was awkward to get to and repacking. Practicing again. Tearing up randomly because something reminded Jess of her. Getting herself together, again and again…. Clinging to the tiny sliver of hope: the pager and the satellite. And Binary.

Finally,  _ finally,  _ she was ready. 

Jess wore an all-black suit with thick fabric between her legs and at her armpits. Called a wingsuit, it was very similar to the underarm webs she’d used for years. Adam and T’challa had coated it with a radar-absorbent material. She didn’t know, or care, about the details. Her head and face were completely covered by a helmet with built-in night vision, compass and oxygen mask. The air supply was secured to her chest. She was going in a lot higher then she wanted to, but her options were limited. On her back she wore a black steerable parachute. Under the wingsuit she wore an all-black version of her usual outfit with an added utility belt. It was pretty much all pouches plus a dumb-looking fanny pack stuffed with extra gear and disguises. There was a joke in there somewhere about 90’s superhero outfits, but she was too keyed up to make it. Catching a glimpse of herself in a mirror, she let out a breath of laughter despite everything.  _ I look like the world’s most dangerous flying squirrel. _

America opened a portal. Jess stepped through and dropped.

She had chosen a night insertion about thirty kilometers from the palace and ten kilometers high. They’d chosen that precise spot because it was inside a storm cloud; it would ensure no one saw America’s bright blue-glowing portal. Without the cloud at 3 AM local time they’d be visible for miles.

She plunged straight down and spread her arms and legs out. The wingsuit bucked as it caught the air. Fortunately it wasn’t raining yet. She checked her mask, her helmet, and her suit; all good. She couldn’t see anything in the middle of the cloud, so checked her compass and headed vaguely northeast. 

Five minutes later she was cloud-free. The view was spectacular. A sliver of moon shone down on the palace complex. She course-corrected a bit and flew onwards. She forced herself to concentrate on the job; it would have been easy to get distracted by thoughts of what would happen if they saw her.  _ Look at it this way,  _ she told herself.  _ If you take a missile to the face you won’t feel a thing. _

She watched the terrain move towards her deceptively slowly. She was high enough that she didn’t seem to be moving quickly, but she knew that was a dangerous illusion. In her usual costume with underarm webbing, she routinely hit fifty MPH, and that was just jumping off buildings. She had no idea how fast she was going, but it should easily be over 120 MPH. Enough that crashing into something would kill her, anyway.

The cold was getting to her. She shivered.  _ Only a few more minutes.  _ The only sound was the rustle and snap of fabric catching the wind. She checked the palace’s tower; she was still slightly above it.

As she closed in she saw several helicopters moving about. She pictured running into a helicopter from above and mentally winced, then turned slightly to avoid them.  _ I have no desire to be Spider-Jam.  _

The tower was growing in her field of vision. It started to loom over her as she zipped across the outer wall. Going over the layouts she’d memorized, she selected a rectangular dark patch as her landing spot. In the daylight it was a manicured Japanese garden with a nice open spot in the center. She aimed for it, realized she was going to overshoot, and popped her chute.

As the parachute dug in to the air, all her weight concentrated on her groin. She grimaced and thought,  _ reason #87 it’s good to be a woman: jumping out of airplanes, or portals, is way less painful.  _ This was the most dangerous part of getting in. She was spiraling down beside the tower; windows went by rapidly. She could see people walking around not far away, on a flat expanse of concrete lit by floodlights and studded with large metal containers. All it would take was a simple glance upwards……

As she came level with the trees in the garden, Jess pulled on her chute’s toggles to kill her forward momentum. Her feet hit the ground with an audible  _ thud _ . She grabbed her chute before it could hit the ground and darted into the bushes. She estimated the total time from popping her chute to landing at less than sixty seconds.  _ Not bad _ . She peeled off the wingsuit and helmet, stashed them in some thick vegetation, and checked for activity. Nothing.

Jess still had plenty of adrenaline in her system from the jump. She took deep breaths trying to calm herself down.  _ Easy part’s over, Jess. Now you show them what a superspy can do.  _ She ghosted into the night, a spot of black against darker black.


	6. The Plot Thickens

**Summary for the Chapter:**

> Carol is having a bad week. Jess is on the case.

Carol thought she knew what hate was. After a week as the Empress’ puppet, she knew that she hadn’t.

Hate was like love, inverted; a passion so intense it burned from the inside. An obsession not to kiss but to kill. Hate was intensely personal. 

“When I get out of here -” Carol started.

The Empress interrupted her. “You’re not. You’re never getting away from me.”

Carol stood in a garden room in the three-kilometer-high palace. Some part of her noticed its beauty; the rest cared only for Her. 

The Empress lounged on a comfy-looking couch, her Jess and Kamala on either side of her. She draped her arms around the two women possessively. Other Carols, members of the Sisterhood, stood or sat around the room. The Purple Witch, who Carol vaguely remembered from her first encounter with the palace, sat in the back, holding hands with her wife Kamala. Carl, the only male member of the sisterhood, leaned against a far wall, his face in shadow.

Carol stood before them stiffly. She couldn’t move, except for her head. The Mind-spider had made sure of that. It had implanted commands in her mind that only the Empress could activate. With a word, She could usurp control of Carol’s body, just like using an override code on a robot. A simple phrase -- “Carol, follow me” -- and she was a spectator in her own head, looking out helplessly through eyes that were no longer her own. 

She’d tried to resist. She’d spent hours marshaling all her will to move move a single finger. It didn’t work. Inside her head, she’d raged, she’d wept, she’d oscillated from hate to despair and back again, till finally she’d pulled herself together.  _ Watch and wait,  _ she told herself.  _ She’s arrogant. She’ll get cocky and screw up. And when she does…… _

This entire situation was vastly disturbing, but the most disturbing part was what came after  _ And when she does.  _ It started as a daydream about revenge but became more and more vivid. Everyone daydreams. Carol had idly thought about beating people up before, especially Tony Stark, but this daydream went far beyond that. It had been getting progressively more and more bloody. It continued in her actual dreams, when the Empress finally allowed her to sleep in the Spider’s embrace. The dreams were the most terrifying nightmares she’d ever had. 

Sometimes it was the one about fighting an endless army of demons that wore masks of flayed human skin, and they were all her face. She fought them for hours, only to fall under their claws. She rose again as one of them, and they cowered in fear….. 

Sometimes she dreamed of murdering the Empress, tearing her limb from limb in an explosion of blood; then using a machine to resurrect her. Allowing her enough time to realize what had happened, what her fate was. Murdering her again as she screamed. And again. And again. And again…..

Sometimes it was a war in space. Her in Binary mode against hundreds of ships. She vaporized them with a wave of her hand and turned her attention to the planet below. She recognized the continents; Earth lay before her. She could see city lights sprinkled here and there. She howled with rage and blasted the planet apart…..

Worst of all: when she woke up, Carol was less and less bothered by the nightmares. In fact, she was starting to look forward to them. Especially the one about murdering the Empress again and again. The fact that she wasn’t bothered…...for lack of a better word, it bothered her. A lot.  _ Am I losing it?  _ She was afraid that the answer was yes. 

Carol shook herself mentally. She had slid into the daydreams again. She refocused her eyes on the Empress’ calm smile. “As I was saying…...You’d better  _ pray  _ I never get out of this.”

The other woman leaned forward, picked up a glass of wine, and raised it in mocking salute. “Let’s have a toast. To Captain Marvel! She doesn’t know when to shut up!” Laughter and calls of “hear hear!” rolled through the room. From her position frozen in front of everyone, Carol couldn’t help but notice that the Purple Witch, her Kamal, and Carl didn’t join in the revelry. She didn’t know what to make of that. 

Carol gritted her teeth and tried to brace herself. The Empress pressed a button. Carol’s stolen memories started playing on a wide screen. The various members of the Sisterhood watched with interest. Every day had been like this; exposing Carol’s memories one at a time and mocking them. Every mistake she’d ever made was dragged out and dissected at length. That would have been bad enough…….but the Empress allowed Carol to defend herself. At first Carol thought that would make it easier. It didn’t.

Every day, the Empress put Carol on trial for her many, many mistakes. Every day a dozen different versions of herself judged her unworthy (and a hundred other, nastier words). Every day Carol tried to stand up for herself, to successfully justify her actions. And every day she failed.

“Next up we’re going to look at Carol’s failure to stop the Builder fleet while she had access to her Binary powers…..”

As the inquisition began, Carl, Kamala, and the Purple Witch slipped out of the room.

 

\-------------------------------------------------------------------------------------------------------------------

 

In the hallway, the Witch led the way past the soldiers who guarded the room. Her revealing costume drew appreciative glances, though all the guards had seen it before. The woman who wore it ignored them. She was used to it. Kamala, her wife, was slightly less used to it, and scowled at the guards as she passed by. The troops quickly averted their eyes as they met Kamala’s gaze. Carl followed in the two women’s wake, his expression blank, ignored by all. 

None of the three said a word as they walked deeper into the palace. A few soldiers passed, looking harried and surprised; few of the Sisterhood bothered to come into this section. The silence held until they entered a storage room crammed with shelves, boxes, and knick-knacks: a final resting place for palace decorations no one wanted, but couldn’t be thrown away. A lone soldier, stacking boxes, snapped to attention as the three entered. The Witch waved a hand. “Carry on with your work, soldier.” She paused, met the soldier’s eyes. “And you didn’t see us. We were never here.” The soldier nodded frantically. Returning the nod, she swept past regally, headed for the back of the storeroom. 

At the storeroom’s back corner, a stack of furniture stood under a thick layer of dust. The Witch pulled the tarp from a thickly cushioned chair upholstered with an incredibly ugly yellow and orange pattern and fell into it. Her wife joined her, sitting on her lap; Carl leaned against a handy shelf. “Well,” he said. 

“There’s nothing ‘well’ about this,” snapped Kamala. “She’s got her claws in the Captain good and hard. It’s amazing she’s resisted this long, but she’s not going to hold out.”

Carl nodded. “She’s in bad shape,” he said. “From the state of her mind, she’ll snap completely before she surrenders. We don’t want to be around for that, especially if she can find a way to access her Binary powers.”

The Witch said, quietly, “How long?”

Carl replied, “Until she breaks?” She nodded. “A week at the outside.” 

The Purple Witch closed her eyes. Carl noticed she was holding her wife’s hand; not a good sign. She only did that when she was really worried. He observed their thoughts without intruding.  _ Yep, they’re upset, all right. And they have every reason to be.  _ He sighed. “What are we going to do?”

Without opening her eyes, she said, “What  _ can _ we do? We don’t have any options.”

“We’d better think of some,” Carl said. “You saw what Binary can do. If the Empress gets full control of her…..”

Carol’s duplicate’s eyes snapped open. “Yes, yes,  _ I know!” _ she hissed it rather then shouting. Attracting attention would be dangerous. “We’ve been over this, Carl. You can free her from the Spider’s control if we can get you into the Empress’ private lab. And then what? The Captain is stronger than any three of us, but there’s two dozen members of the Sisterhood here, not to mention the Empress’ Spiders and the damned X-Men. On top of that there’s a couple thousand troops, the palace guard,  _ and _ the Fleet is assembling. She’ll just get captured again, or killed, if she can be killed. And the three of us can  _ definitely  _ be killed. Freeing her without an escape plan is foolhardy.”

“We have to do something,” Kamala said quietly. “Anything.”

The woman in purple straightened. “No,” she said, and Carl heard an echo of the Empress in her tone. “If we move now, we do some damage and then die. We have to find a way out and then back home. We have to wait for a better opportunity. Agreed?” She met Carl’s gaze sternly, then Kamala’s somewhat less sternly. The two nodded.

The sternness evaporated and she slumped against Kamala’s back, cuddling her. “That doesn’t mean we have to like it,” she said, and Carl could hear the fatigue in her voice. He could see it in her thoughts, too, a bone-deep weariness that foreshadowed depression. 

“I’m so tired of this,” said Kamala. Her wife kissed her neck. “I know,” she said. Carl averted his eyes, a stab of envy going through him. He cleared his throat in an effort to be polite. “Maybe we can come up with something if we go over things again,” he said.

The Witch’s voice showed the exhaustion eating into her. “What for? We couldn’t come up with anything the last ten times. Until something changes, there’s no point.”

A light, feminine cough jolted everyone alert. Kamala leapt to her feet, took a fighting stance, and ignited her fists. Carl nearly fell, recovered, and reached out to the newcomer’s mind, and nearly fell again when he realized he couldn’t read her thoughts. The Witch rose more slowly, her eyes fixed on the soldier from the front of the room. “Is there something I can do for you, soldier?” she said, her tone neutral, standing arms by her sides and legs apart. 

The female soldier stepped forward, hands raised in a gesture of surrender. She took off her helmet and smiled. 

“I may have some good news for you,” said Jessica Drew.

 

\----------------------------------------------------------------------

 

Jessica watched the group’s reactions carefully. If she had miscalculated she’d only have a second or two to react before they were on her. 

Carl spoke first. “I can’t read her,” he said. 

_ Thank you, Adam Brashear, your scrambler is working. _ Jess kept her hands in plain sight. “You can’t read me because I have a device to shield my mind. I don’t want to get caught the way my Carol did.”

Everyone’s eyebrows went up as they digested this. The Witch’s expression was so like Carol’s it hurt Jess’s heart.  _ It makes sense they have similar expressions, they have the same face too.  _ Involuntarily, Jess’s gaze traveled down.  _ And the same body. Damn, she looks good in that costume…... _ Jess yanked her gaze back to the Witch’s face in time to catch a subtle smirk.  _ Crap, she noticed. Mind on your work, Jessica! _

The fire around Kamala’s fists died away. She slowly lowered her hands. “You’re a spy. You came to save her.”

Jessica forced herself to swallow a sarcastic comment.  _ Wow, not much gets past you, kid.  _ “Yes. I’ve been scoping this place out. You three absolutely fascinate me. I assume the Empress doesn’t know about your little meetings?” 

“If she did we’d be dead.” The Witch stared at Jess intently. “I see the heroes of your Earth don’t like her much either.”

“That’s putting it mildly.” Jess lowered her hands. “I have a plan to get her out, but I can’t free her mind. Carl can. If we work together…..” She let the sentence dangle and waited to see who would pick it up.

Carol’s scantily clad doppelganger took the bait. “Until something changes, there’s no point,” she quoted. A smile slowly grew. “Something just changed.” She made eye contact with Kamala and Carl; they both nodded. “We’re in, on one condition. Take us with you.”

Surprised, Jess said, “Deal, but….you can’t get out on your own? You know magic, I thought you could teleport or something.”

“If I could I wouldn’t still be here.” She stepped forward and offered her hand.

Jess took it. They shook, then stood there staring into each other’s eyes. They were still holding hands. The Witch’s face held an odd intensity and mixture of emotions. Jess wasn’t really paying attention, instead searching the other’s face for differences. She knew Carol’s face better than her own, and up close, there  _ were  _ differences. The bone structure and general shape were identical, but the lines and wrinkles were not. This Carol’s face was more heavily lined then Jess’s wife. There were other changes; a tiny scar by her right eye; less heavily muscled then the Carol Jess loved; the grip of her hand was subtly different.

“Excuse me,” said Kamala, her tone indignant. “Can you not eye-fuck each other in front of me, please?”

Jess and the alternate Carol both jumped guiltily. “I-I’m sorry,” said the Witch. “I wasn’t thinking.”

She dropped Jess’ hand and stepped back. 

Carl spoke up. “Tell us about your plan.”

Jess made eye contact with him. It was bizarre seeing Carol as a man. He was a couple of inches taller and substantially broader in the shoulders. The eyes were  _ exactly  _ the same, though.  _ Deal with it, Jess,  _ she told herself. She looked back at the Witch.

“Short version? We walk right out the front door.”


	7. Reunion

**Summary for the Chapter:**

> Jess puts her plan into motion.

It took the four of them another twenty-four hours to put all the pieces into place. They were ready when the Empress left the palace. 

The second step in Jess’ plan was to break into the Empress’ private lab, located below ground level under the palace. No one knew exactly what was hidden in there, or how big it was. The Witch and Kamala had been inside a few times, as guests, but they only saw a few rooms. That was how they knew where the Spider, and therefore Carol, would be.

The only entrance to the lab (that they know of, anyway) wasn’t much to look at, a plain, unadorned armored door that looked like it belonged on a warship. It was big enough for three people to walk through at once. It was, of course, sealed shut. 

Jess wasn’t worried about that. Adam Brashear had given her a little gadget for electronic locks. The two guards at the door, however,  _ did _ worry her. Not because she couldn’t take them; because they would raise the alarm before she even got close. They guards, and the door, stood at the end of a long, featureless hallway. She had to admit it was a good way to keep anyone from sneaking up the door. Well-lit, fifty meters long, and completely devoid of cover, the hallway was a problem. Fortunately, The Witch had a solution.

The solution was the first piece of their plan; stealing the Empress’ clothes. With a few hairstyle adjustments, The Witch was indistinguishable from the Empress -- unsurprising, since they were the same person, just from different universes. With that taken care of, the four of them simply calmly walked right up to the guards.

When they reached the sealed door, the guards snapped to attention. One of them asked, sounding slightly confused, “Empress, I thought you’d gone to inspect the fleet.”

The Witch copied the Empress’ cool, arrogant tone perfectly. “I had. I came back. Step aside.”

The guards did so, taking positions on the left and right side of the hallway, facing inward. As they shifted their weapons uneasily, Jess and Kamala struck. Two guards toppled to the floor simultaneously. “Got the door?” The Witch asked, without changing her cool expression in the slightest. 

“Got it,” replied Jess. She slapped a small hunk of metal on to the door’s keypad and palm scanner. It set to work without delay, vibrating and humming under her hand. She had just enough time to think  _ How long will this take?  _ Before the door popped open. She looked at the featureless chunk of metal in her hand, now slightly warm to the touch, with new respect.

She pocketed it, turned to the Witch, and gave her a mocking bow, ushering her into the lab.

The not-Empress nodded and started in, the others following.

As they filed past her, Jess noted the odd looks she got. Carl and the Witch were trying not to stare at her and failing. Kamala glared with barely-concealed hostility.  _ What the hell did I do?  _ She thought, irritated.  _ Well, whatever. They can think anything they want as long as we work together and get the hell out of here.  _

After a short search they found Carol, unconscious, in the grip of the Mind-Spider. Jess had to admit it was aptly named. It did look a bit like a spider, it’s dozen jointed limbs cradling her head, and a metal bowl fitted over her skull like a mouth. She twitched and shuddered as it worked on her. 

Jess rushed over and started tearing its limbs off one at a time. Metal screeched as it tore. They clanged loudly as they hit the tile floor. Kamala said, “could you be a bit quieter, please?”

“No,” replied Jess, as she beat the machine with one of its own appendages. It wasn’t long before she had reduced it to a pile of scrap. She stepped back, breathing heavily, and dropped her improvised club with a clang. 

_ Oh, that felt good.  _ Jess nodded to Carl. “Do your thing, brain-boy.”

She thought for sure he’d reply, if only to make a return joke, but he stayed silent, gazing at her intently. “Problem?” she asked.

He shook his head slowly. “No.” He stepped forward, closed his eyes, and placed his hands on Carol’s head. Jess folded her arms.  _ Now we wait. I’d better keep an eye on the hall, he said this would take a while.  _ She turned to leave only to see the other Carol (Witch Carol? Purple Carol? Carol-pretending-to-be-another-Carol?) gazing at her just as intently.

“What the hell is it with you two, anyway? You and Carl have been staring at me like…..like….” Jess stumbled to a halt as she realized  _ They’ve been looking at me like Carol does right before she jumps my bones.  _ She had no idea how to feel about that.

Kamala spoke up. “You’re reminding them of what they lost,” she said, her tone flat. “Their Jessicas.”

_ That explains why Kamala’s so mad…..she’s jealous.  _ Jess hesitated. Curiosity warred with practicality, and curiosity won. “What happened?”

The Witch sighed, stared at her feet. “I suppose I owe you an explanation.” Jess nodded. “She and I were fighting against…..it doesn’t matter who. Nine years ago. They tried to shoot me. Jess…..jumped in front of the bullets. Sacrificed herself to save me.” When she looked back up, Jess saw tears in her eyes. “I didn’t take it well. I…I....fell apart. Started drinking. I would have killed myself……...but Kamala found me. She put me back together. We’ve been together ever since.”

“But….”Jess started, stopped, then began again. “There’s lots of Jessicas around here. Surely you’ve gotten used to seeing them….er, us…..whatever….by now.”

“I have. I don’t know what it is. All the other Jessicas look like mine did, of course, but it feels like there’s something missing. I don’t know how to explain it. They lack something that my Jessica had. Something that you have too.” Kamala sighed and hugged her wife. Jess’s heart went out to her, in spite of everything.  _ She’s competing with a dead woman. Now matter how good she is, she’ll never measure up to the past.  _

Jess said, “I’m sorry.” there didn’t seem to be anything else to say. 

The Witch composed herself and hugged Kamala back. “Well, Carl? I showed her mine, will you show her yours?”

“Cute,” said Carl, without opening his eyes. 

Jess let a little sass seep into her tone. “Yeah, Carl, surely a big, tough guy like you isn’t scared of his feelings.”

“Anyone with sense should be scared of their feelings. Look at the things they make us do. Like, for example, take a huge amount of risks to infiltrate an enemy stronghold. And trust people they barely know.”

Jess tapped her hand over her chest twice,  _ thump thump.  _ “You’ve got me there, but I’m not letting you off the hook.”

He sighed. Jess thought she heard a whispered curse. “Fine,” he said, his tone cool. “Like every Carol, I had a Jessica. We were going to get married. Then I had a great year. Got promoted, got a plum assignment, I got put on the fast track to general, Jess’s job was going well too…..” He took a deep breath. Jess realized,  _ It’s really hard for him to talk about this. Harder than it was for the other Carol.  _

“I screwed up,” Carl said, and his voice was completely devoid of emotion. His posture, however, wasn’t. Jess read it in the tension in his shoulders and the subtle shifting of his weight. He was deeply upset. “I got sloppy, started to party with some of my old friends….including an old girlfriend. Before I realized it I was cheating. She found out, of course, and that was it.”

Even though the story was about another Jessica, she couldn’t help the spike of anger. “You asshole. That’s better than you deserved.”

“I know,” he said, still trying to keep his voice under control. “I had a relationship with the love of my life and I threw it away. The Empress told me once that every Carol has her Jess. In every single universe she’d explored they always found each other. It didn’t always last, but it was there nonetheless. At the time, that really struck me. Doesn’t it mean we’re fated to love each other somehow? That there’s a higher force at work? Maybe. But if so, it also means I’m the lowest of the low. The Empress’s Jessica was killed fighting the Shi’Ar. The Witch’s Jess died to save her. But me…...I had the kind of love most people only dream about and I said, ‘Nah, I’m gonna fuck this other chick because I’m drunk and horny.’ Of all the Carols here, none have done that but me. Not even the queen bitch herself. So go ahead. Yell at me. Call me names. I deserve it.”

Jess had been working up to a really good rant about typical male behavior and how she would beat him to a pulp if she didn’t need him right then, but his last words stopped her. His control broke on the last sentence. She could hear the depth of bitterness and self-hatred in his tone. More: he knew he was never going to recover what he’d lost. His lonely existence would be the rest of his life, and he knew it. 

The Witch spoke. “I yelled at him too when I first found out. So did Kamala. Leave him be.”

“I can’t just let him get away with it! Come on, the only male version of Carol is the only one who cheats? Is no one else going to mention that?”   


The other Carol said, “He’s the only version of  _ Carol  _ who cheated. Unfortunately, cheating is not restricted to men.” Kamala stiffened and blushed as she stood beside her wife.

Jess had no trouble interpreting that. After a long silence, she said, “I have no idea how to feel about any of this.”

“The other versions of us  _ are not us, _ ” Carl said. “I don’t know what multiversal duplicates are to each other. Clones? Long lost family? The concepts don’t exist. But we are  _ not  _ the same people. Our minds, and souls if you believe in them,” Jess rolled her eyes, “are distinct. Intellectually it’s easy to see that, but deep down, at an unconscious level, we don’t believe it.”

“That doesn’t help,” said Jess. 

Kamala said, “I know. I never really got used to it.”

“Me neither,” said the Witch. 

Jess expected Carl to reply with something witty, but he disappointed her. From the look on his face, he was deep in concentration, linked with Carol. Jess concealed an irrational twinge of jealousy.  _ What’s it like?  _ She wondered, staring at Carl’s face, then at his hands on Carol’s forehead.  _ As intimate as sex? More?  _ She remembered the most intimate she’d ever been with Carol, compared it to what Carl was doing, and jealousy reared up again. A really bad idea popped into her head.

She shook her head.  _ Come on, Jess,  _ she thought to herself.  _ Stop being ridiculous.  _ She had a brief moment of cognitive dissonance as she simultaneously knew, rationally, that it made no sense for her to be jealous or insecure; and emotionally, she knew that she didn’t understand what Carl was doing and was afraid of who knows what. She looked away, tried to calm her racing thoughts.  _ I don’t know the guy. He’s anti-Empress, he’s proved that, but that doesn’t mean he’s pro-You.  _ Now her spy training kicked her paranoia to overdrive. 

She took a deep breath.  _ To hell with it.  _ She put her hands over Carl’s and closed her eyes.

 

\----------------------------------------------------------------------------------------

 

She hovered in blackness. Nearby, she saw two people kneeling in a pool of light. They couldn’t see her, but she could see and hear them.

“I know it hurts. I’m sorry. I’m sorry I couldn’t do this sooner.” Carl’s voice was bleak, full of regret. Genuine, to her skeptical ears. 

Carol sobbed, “You watched her torment me for a week! You just…..let her……” she broke down weeping. Carl touched her shoulder, visibly uncomfortable. 

Jess couldn’t hold back. She ran into the light and threw her arms around her wife. “Carol? Honey?”

Jess watched her face as realization dawned. Carol’s expression started with surprise, then melted into disbelief, then slowly transformed. Spellbound, Jess watched as hope illuminated Carol’s face like the rising sun. It was like watching a condemned woman, gnawed by despair, witness an angel of salvation appear in a blaze of light.

Carl recoiled. “What the f…..” his face changed as he realized. “God  _ damn  _ it, Jessica! You have no idea how dangerous this is!”

The women ignored him. Tears started to flow, and Jess couldn’t stop them. “Jess…” Carol whispered. For a few moments, nothing else mattered; neither tactics nor timetables, neither implications nor consequences, neither rage nor fear; there was only love and hope. 

Jess wished the moment could last forever. Carl interrupted them with a hand on each woman’s shoulder. “I’m sorry, but you two have to listen to me. Now.”

The two women stared at him in surprise; the stares turned to glares rapidly. Carl ignored them and spoke rapidly. “You know this isn’t real. This is inside my mind, an illusion I generated to talk to Carol before I started work.” Carol nodded. “Because it’s direct mind-to-mind contact, there’s a lot that could go wrong. Especially if you two run around like idiots!” 

Jess kept her voice cold. “Well why don’t you explain it to us idiots.” 

He ran a hand through his hair. “I’m sorry for calling you idiots, but…...no, no buts.” He sighed. “There’s an open channel connecting the three of us. A more powerful psychic could keep everyone in place easily, but I can’t. All three of us can go where we will anywhere in the connected system…..meaning our three bodies.” He made eye contact with both of them, one after the other, Carol first. “Moving around inside someone’s mind isn’t like pouring water from one jug to another. Bits fall off or get stuck. That means that, for example, because Jess just barged in here, it’s highly likely she’s going to leave some pieces of her mind stuck in mine.”

Jess opened her mouth, closed it, shook her head, and said, “What?”

“Human minds are not physical objects and they aren’t held together very well. They don’t need to be, usually. You have a semi-random collection of memories, thoughts, and biological urges sloshing around in your head. Together they make up  _ you.  _ Pour  _ you  _ out and stuff gets mixed up. Right now, your minds are mingling. Little bits are transferring from Jess to Carol and back again.” At the look of alarm on their faces, he said, “It shouldn’t be too bad, especially since you two are close….. Here’s the real serious part Because you’re in love, you want intimacy, obviously. In here, there’s no limit to how intimate you can be. You could mix together so thoroughly you won’t be able to tell where one of you ends and the other begins. It won’t just be memories mixing, but core personality traits. If it goes on too long you’ll be…..well, when I got trained on this stuff, my instructor called it pea soup.”

Carol and Jess traded a look. Carl saw it. “Don’t take my word for it,” he said. “Check your memories.”

Carol looked inward. She rambled through memories at random, irritated at the waste of time. She stopped dead in her tracks when she remembered being pregnant with Gerry.  _ Oh, shit.  _ It wasn’t bad, just odd, but it convinced her to listen. She looked at Jess and Carl. “Um. He’s right.”

Jess nodded. “I just remembered you wrecking a go-kart.” She looked at Carl. “So what do we do?”

“Concentrate on being  _ you _ . Imagine there’s a small distance between you. Just at arm’s length is enough. You can hold hands, talk, and so on, but don’t get any closer. The important thing is to remember that you’re looking at someone else  _ over there. _ And for god’s sake don’t try to have sex.”

Jess helped Carol to her feet, then stood back. They held hands, facing each other; It reminded Jess of how they stood at their wedding. Looking into Carol’s eyes, she realized Carol was thinking the same thing. Then she realized Carol was thinking something else.

_ You came for me. Thank you.  _ Jess heard the thought loud and clear. She also felt the blast of naked emotion that came with it; a sun-bright fireball of love and burning passion. It was so intense it actually hurt beneath her breastbone. She could feel Carol feeling it, and the sensation became even more powerful.  _ She loves me this much?  _ Jess thought, humbled.  _ This woman, one of the best humanity has to offer, looks at me like this?  _ She started to cry again from the piercing emotions.  _ It was worth this risk just to feel this. _

Neither of them paid any attention to Carl. Carol saw how Jess saw her and replied with how she saw herself. After a week in this hellhole, she felt like a monster. A twisted murderer with hands dripping red and surrounded by furnace-hot flame. A creeping insect scuttling out from a place of darkness, afraid of the light. Jess felt a spike of righteous fury. What the Empress did to Carol felt  _ wrong _ on a visceral level. A sin, though Jess didn’t believe in God.  _ I don’t believe in God, but I believe in evil.  _

Carol nodded.  _ I believe I’m going to kill her if I get the chance.  _ She tried to hide her anger, but it leaked through anyway. Jess staggered under its impact. Shocked, she felt a wave of fear directed at Carol.  _ I knew she had a temper, but this…… _

Jess focused on sending a wave of love and support. She didn’t know what else to do.

“I’m done,” Carl said.

Carol turned, surprised. “Already?”

“Yes, already.” Carl looked a little more frazzled. “All the Empress’ implanted commands are gone. She’d started on erasing your memories -- it takes a while -- and that’s taken care of too. On the minus side, your powers aren’t back yet.”

“Dammit, Carl, I need my powers!” Carol snapped.

“Human beings aren’t machines. You can’t just flip things on and off like a light switch. Give it a couple of hours and they’ll be back. You are invulnerable, though. That’s built in to your body, it’s not connected to your mind. I guess you’d say it’s always on and can’t be turned off.”

“That’s something, anyway,” said Jess. 

Carol nodded and released Jess’s hand after one last squeeze. “Let’s get the hell out of here.”


	8. Escape

**Summary for the Chapter:**

> with Carol freed, the group makes a run for it.
> 
> WARNING: violence.

Jess had said, “We’re going to walk right out the front door.” It was really a side door, but Jess figured  _ close enough. _

Jess’ plan was simplicity itself. Rescue Carol, pretend to be the Empress, and “escort” the “prisoner” (Carol pretending to still be under control) to a plane. Fly away. After they got far enough away from the teleport jammer, Jess would activate the beacon Adam had given her, and America would come pick them up. 

It wasn’t that simple. As with every plan, things started to go wrong immediately. 

Carol went wrong. When she, Jess, and Carl emerged from their psychic link, the first thing she saw was the Empress -- or rather, the Witch pretending to be the Empress. 

It took Carl, Kamala, and Jess working together to hold her back, and good thirty minutes to calm her down. Another thirty to explain the plan. Yet another thirty to persuade Carol not to methodically trash everything in the lab, no matter how innocuous it seemed. 

Nearly two hours after Carol had said, “Let’s get the hell out of here,” they finally did so. The delay grated on Jess. Every minute they wasted was a minute closer to getting caught. She chased away her fears by obsessively going over the plan, searching for flaws.

As they walked down the featureless hallway, Carol’s brow wrinkled. “Shi’ar,” she said.

Jess walked beside her. “What about them?”

“She told me they killed her Jess, but I saw her. Daily. It doesn’t make sense.”

At a loss, Jess said, “Who cares? We can figure it out when we get home.”

Carl butted in. “The Empress’ first Jess was killed in the war against the Shi’Ar. She found another one. And then another. There have been at least three.”

“You mean she…..” Carol stopped walking. “Why did the others agree to…...but…..”

“They didn’t agree to anything.” Carl stopped beside Carol. He stared straight ahead. “She used the Spider on them.”

An appalled look crossed Carol’s face, followed by anger. “We can’t leave her here.”

Jess stopped, turned, and saw the look on Carol’s face. She knew it well, the mulish stubbornness that told the world it had better change, because Carol wasn’t going to. She frowned. “Honey…...we can’t. We’re barely going to be able to get the five of us out. There’s no way.”

“I’ll make a way.” Carol’s expression said she’d do it by ramming her face through a wall. Or the Empress, whichever came first.

Carl sighed. “Think. We don’t even know where they are. We search the palace, take care of her guards somehow -- she’s always guarded -- I de-program her, which takes an hour or two. What are the odds of doing that without the alarm being raised? Pretty low. And she’s going to be back soon.”

“As soon as someone raises the alarm we’re dead. Our only chance is to trick our way out.” Jess’ tone was gentle. 

“I won’t leave her behind.” Carol was grinding her teeth so hard Jess could hear it. “Not here. Not with ….Her.” 

The Witch chimed in from her position ahead of them. “How?” Her tone was cool; she was still mad Carol had tried to strangle her. 

“There’s no way --” Carl began.

Carol interrupted him. “Binary. I could end all of this in an hour.”

“Where are you going to get enough energy?” said Carl. From the twist of his lips he meant it to be ironic. He knew how much energy Carol needed to make the transition from reading her mind, as well as from watching the recordings of her memories.

It hit Jess like a diamond-tipped arrow.  _ The satellite. The pager. Carol’s ‘Oh shit button’. _ She grabbed her wife’s arm. “Carol, you forget the pager!”

“The what?” From the look on her face Carol had no idea what Jess was talking about.

“The satellite with the laser! Don’t you remember? You asked Adam to set up an emergency escape. He made an orbital laser that can give you enough power to go Binary.”

Carol’s mouth dropped open in an  _ O _ . “I forgot all about it.”

“And it’s good you did. Because you forgot,  _ the Empress doesn’t know. _ ”

Slowly, Carol reached up to her collar and turned the left side down. A tiny light glowed red. She deflated with a sigh. “Dammit. That means it isn’t ready yet, doesn’t it.”

“Yeah.” Jess’ shoulders slumped. “It’s supposed to beep when it’s ready.”

“I remember now.” Carol stared at the red light in annoyance, then pushed her collar back up. “Over a week and it’s still not charged. I swear to god I’m going to tear Adam a new butthole when I get back……”

“Back to plan A,” said Jess. “out the front door. Or the side door, anyway.”

“Or not,” Carol growled. “I’m getting her out, by myself if I have to.”

Jess put a hand to her forehead, as if in great pain. “You are the most stubborn woman I’ve ever met.” 

“Probably shouldn’t have married me, then,” Carol shot back. She crossed her arms.

Kamala walked back to the bickering couple. “Today would be nice, ladies.”

Jess ignored her. Shouting in frustration wouldn’t work, no matter how much she wanted to. She forced herself to sound reasonable. “Honey, please listen to me. There’s no way we can save her. It’ll take us hours to even find her, this place is so big. We can take out the guards, but the real problem is, can we take them out fast enough to stop them raising the alarm? We can’t. All it takes is a shout and we’re dead and you’re captured again.” Carol twitched. Jess went on, relentlessly, “I know you want to save her. I do too. I want to save them all…….I know you’re not used to saying “I can’t”. You’re Captain Friggen’ Marvel, who takes out entire battlefleets single-handed. But you  _ will  _ fail if you do this. And all this --” Jess waved vaguely at their little group, meaning the escape attempt “--all this will be for nothing. So, please, Carol. Come home.”

Faced with Jessica’s simple, heartfelt “please,” Carol sighed and gave in. “All right. But…...dammit.” She closed her eyes and gritted her teeth again. “I’m coming back to take this place apart brick by brick.”

“Good,” said Jess. “As long as it’s later. Now come on, we gotta move.”

 

\--------------------------------------------------------------------------------------

 

Jess muttered, “Holy shit, this is a long walk.” 

It felt longer than it actually was. Probably only two hundred meters, but that distance was over featureless, flat concrete, with dozens of curious eyes watching.  _ If they catch us out here we’re dead,  _ Jess thought. 

The side door, as it happened, opened on to the palace’s dedicated airfield. After passing through some small service buildings, the little group stared across a square kilometer of barren concrete. Large buildings crowded close on the left and right, from the look of them hangars, barracks, and warehouses. Behind the bulk of the palace loomed. Ahead lay the outer wall of the palace complex and freedom. Aircraft sat here and there on the tarmac. To the right a neat row of small, agile transports squatted silently, their undercarriages secured with chains. Opposite the transports a couple of orbital shuttles hummed. Ground crew bustled around, loading equipment. Ahead lay their objective: a transport had been readied and sat waiting. Underneath it three soldiers stood, their postures indicating laziness. 

Jess’ eyes flickered around, checking for threats. She was too keyed up to stop. She kept a mental tally: some guards in a jeep-like vehicle on the right; technicians in the buildings behind them and working on the plane ahead of them; a few dozen people working on the shuttles to their left, too far away to see if they were soldiers or techs. 

Carol kept her head down, feigning defeat and depression. Her hands were bound together by a set of handcuffs. They were unlocked, of course. A little muscle in her jaw twitched as she ground her teeth. It was just another sign of how upset she was. It was a reminder that Jess didn’t need. She knew Carol better than she knew herself; and she could tell Carol was like a bomb waiting to go off.

Carl, like Jess, kept his eyes moving. He seemed calm, only the set of his shoulders betraying his tension.

Kamala stayed close to the Witch. She was plainly agitated, looking back and forth trying to keep track of everything.  _ Come on, Kamala, don’t blow it,  _ Jess thought. 

The Witch, still in her Empress outfit, walked regally onward, apparently unbothered by anything. She wore the revealing outfit without the slightest hint of shyness.  _ She’s a cold one,  _ thought Jess.  _ Wears that like she’s used to it.  _ Jess stared at her covertly, then less covertly.  _ She really is identical. I’m having trouble telling her apart from the Empress and I know what to look for.  _ A horrible possibility surfaced in her mind.

_ What if it’s the Empress pretending to be someone else pretending to be her?  _ Struck by the idea Jess missed a step, caught herself, and kept walking. Carol shot her a concerned glance.  _ She could be leading us out here in the open, with no cover, troops everywhere and Carol with no powers…...we wouldn’t have a chance in hell of surviving…… _

_ No, no, no.  _ Jess shook her head.  _ You’re being paranoid again. The perfect place to trap us was in the lab, one way in, one way out, and plenty of nooks to hide troops in. She definitely wouldn’t let you free Carol and destroy the Mind-Spider. And she talked about her past with her Kamala….that wasn’t faked.  _ A smirk found its way onto Jess’ face.  _ I’m paranoid, but am I paranoid enough? _

_ They aren’t catching us.  _ Jess tried to breathe evenly and calm herself.  _ We’re so close. We’re going to make it. _

Just ahead, one of the technicians answered his radio, his voice an indistinct muttering. He was just out of earshot. Jess tried to keep herself from staring.  _ Probably just routine. _ His head snapped up and his posture changed, from boredom to as tense as a piano wire in an instant. He stared straight at Jess and met her eyes. She saw his eyes widen to show whites, saw his lips begin to peel back from his teeth, saw the intake of breath, and she  _ knew _ with instincts honed by a lifetime of spycraft:  _ Our cover’s blown.  _

The crewman opened his mouth to shout. Jess beat him to it. “GO!” 

She didn’t wait to see how the others reacted. She took advantage of every bit of her spider-strength and lurched into a sprint from a standing start. She charged the technicians, her body nearly horizontal, her mind focused razor-sharp by adrenaline. She could hear the others shouting, Carol stumbling into a run behind her, the Witch’s startled “whaaaa?” 

Jess covered a meter with every stride as she hit her top speed. Her heart pounded in her chest.  _ Maybe…... _ she thought.  _ If I can get close enough to use a venom blast….. _ her feet thudded into the concrete like hammers.

The techs reacted slowly. The man with the radio shouted. Another one, leaning on a landing strut, nearly fell over. A third rose from behind a portable something or other, her mouth opening. Jess focused on the radioman.  _ You first.  _

An alarm went off behind her, shockingly loud. She could hear a vehicle accelerating; she risked a glance and saw the jeep from a moment ago moving in. She dismissed it. 

She was close now, her breath coming in gasps as her feet pounded the concrete. The radioman fumbled with a pistol. He met her eyes again and her venom blast took him right in the face, knocking him back like a ragdoll. 

_ One.  _ Jess didn’t slow down. The guy who’d nearly fallen over was reaching for something, mouth moving, eyes wide. The woman who’d just stood up was obscured from the waist down by a metal box with wheels. She raised her hands from behind the box and Jess saw that she was holding a rifle. 

A fireball exploded against the box. The woman flinched and ducked back behind it. Jess looked back, saw Kamala throw another fireball, tracked it as it missed the box and scorched the pavement.  _ It’ll keep her down and distracted, go go go. _

Jess jumped, coiled her legs under her, and landed on top of the box, the impact driving air out of her lungs in a grunt. She leapt again, letting her momentum spin her upside-down. In midair she aimed both arms downward and gave the woman a double venom blast; the rifle clattered to the ground. Jess completed her spin, landed on her feet behind the woman, and kept running.  _ Thank you, spider-reflexes. That’s two. _

The last of the ground crew reached behind his back, his other hand held out to her, imploring or perhaps trying to defend himself. It didn’t matter. Jess took two steps towards him and used her momentum to kick him in the gut. She felt the impact jar her leg and lower back. It was like kicking a wall. Most of her momentum transferred to him. She stopped; he flew backwards as if he’d been hit by a battering ram, doing two complete flips before hitting the ground. From the way he hit the concrete like a sack of dirt, Jess knew he wouldn’t be getting up. 

She turned. Carol was closing in behind her followed by the others. She pointed to their goal, the plane’s open back ramp. She shouted something. Jess looked in time to see the fourth technician, who’d been working inside the plane, raise a pistol and shoot her. 

The bullet hit her in the shoulder. It was like being hit by a jackhammer. The impact spun her around and knocked her down.Jess was so surprised she didn’t even scream, just stared at the blood pumping from her shoulder. Then the pain hit. She clamped her jaw shut. 

Carol howled something ferocious-sounding. Carl, right behind her, was also shouting, or at least his mouth was moving. Stunned, Jess couldn’t make out a word of it. 

The guy standing on the ramp aimed at Carol, but he was too late. She grabbed his arm with both hands, pulled the pistol up and away from her head, and then yanked. He was already off-balance, and even without powers, Carol was a muscular woman. She hauled him off his feet and over her head in a loose approximation of a judo throw. He had enough time to shout before he hit the concrete head-first. Jess heard the  _ crack _ and saw his head change shape like a deflated basketball.  _ Shattered skull,  _ she thought.  _ That’s a dead man. _

Jess heard more gunshots in the background. Carol loomed over her. Her hands moved over Jess’ body, checking. The look of relief on Carol’s face told Jess all she needed to know.  _ Thank you, spider-stamina.  _ The pain was bad, but bearable. Her emergency C-section had been far more painful, especially when she’d had to fight a roomful of Skrulls immediately afterwards. Her head cleared. 

“It’s a graze,” Carol said, worried. “Through the muscle, clipped the bone a little. The bleeding isn’t bad.” 

Carl poked his head into her field of vision. “What the hell do you want? We were having a moment here,” Jess snapped at him. 

He gave her an annoyed look. “Excuse me for giving a shit,” he shouted. The gunfire was increasing, it was getting difficult to hear. He turned to Carol. “I’ll get the exterior panels, you get to the flight deck and get her started!”

Carol looked like she’d rather argue, but nodded. Carl ran around the side of the plane and started disconnecting various pieces of equipment. 

Gently, Carol helped Jess to her feet. Jess could see the jeep full of soldier had pulled up a short distance away. Its passengers blazed away to no effect. The Witch held both her arms up in a commanding gesture. In front of her, shielding her and Kamala, a translucent purple circle deflected the bullets. 

“Get the plane warmed up, I’ll get these two.” Jess squeezed Carol’s hand reassuringly. 

Carol looked reluctant but went anyway. Jess watched her go, then shouted as loudly as she could. “HEY! PURPLE LADY! HURRY UP!”

The Witch and Kamala began to back towards the plane, too slowly. The soldiers stopped firing to reload. Kamala took the chance to duck around the edge of the shield and throw a fireball at them. Jess could see other vehicles driving towards them from every direction. Something went  _ zzzzzzzzip  _ and she threw herself flat. She couldn’t see where the shot had come from. Another bullet clanged off the jet. Carl hurried around to the other side, working frantically. 

The engines started with a whine and scaled up to a roar within seconds. Between the engines and the gunfire the noise was deafening. 

The Witch and Kamala continued backing up. The purple shield wavered under dozens of bullets. Streamers of purple energy tumbled away. Another jeep raced forward. Kamala hit it with a fireball, not enough to blow it up, but enough to make the driver swerve. The vehicle turned hard to the right, lost control, and rolled; the troops in the back went flying. They hit the ground and lay still.

Jess tried a few venom blasts at the soldiers shooting the Witch, but they were too far away.  __ She hunkered down behind the same piece of equipment she’d jumped over, now somewhat the worse for wear. 

Carl landed next to her with an audible thud. He had to shout right in her ear to be heard. “WE GOTTA GO! NOW!” A machinegun opened up not far away; she couldn’t tell where. She could hear the bullets clang against the jet’s armor like rapid-fire hail.  _ At least they’re not shooting at us.  _ More shots buzzed past, far too close for comfort.

“GO!” Carl slapped her on the back. She didn’t argue, she went, backflipping backwards and running for the ramp. It only took two seconds;it felt like an eternity. Jess stopped at the bottom of the ramp to look back, figuring on using a couple of venom blasts to cover Carl’s retreat. 

Carl lurched to his feet and spirinted towards her, then past her, up the ramp. Another jeep braked to a halt, soldiers jumping off the side before it came to a complete halt. Kamala hit one with a fireball. Jess could hear the scream over the noise, even from twenty meters away. Instead of shooting back, they threw grenades. 

They all bounced off the Witch’s shield, flying off to blow holes in the tarmac. The men who threw them ducked; several had bounced back at them. Kamala and her wife took the opportunity to lower the shield and sprint for the jet. 

They ran past Jess without pausing; she turned to follow them. A rocket arced from who-knew-where and hit just behind the plane. It was a miss, but it was close enough to knock Jess down, half on, half off the ramp. Stunned from the blast, she dragged herself forward. Carl reached for her as the plane started moving, her feet dragging on the pavement. 

Jess, on her feet but leaning heavily on Carl, had a clear view to the rear. She saw one of the new arrivals, the grenade throwers, run in front of his comrades and kneel. He slowly receded as the jet moved away, it’s engines reaching a high-pitched scream. He raised his weapon. Jess could still see his face clearly, pinched in concentration as he aimed. Her heart lurched as she realized she was looking right down his weapon’s sights  _ from the front. _ His weapon’s muzzle seemed a mile wide, a perfect circle of darkness. She tried to move, to leap aside, but she was still loopy from the rocket. Her legs were caught in molasses, doing what she wanted but too slow,  _ too slow. He’s going to hit,  _ Jess thought, and a strange calm descended on her. The soldier’s finger tightened on the trigger.

Carl pushed her up the ramp and stepped in front of her. He jolted as the bullets tore into his chest, staggered, then fell backwards, into her arms. 

Kamala hit a button and the ramp retracted, seconds too late. The overpowering noise dropped to a bearable level as it sealed. 

Jess backed up and laid Carl on the metal deck. A line of ragged wounds dotted his chest. They made a line diagonally from his left collarbone to the bottom right of his ribs. Blood wasn’t flowing. It was  _ gushing _ . She could see a fresh wave of scarlet flood out of him with every beat of his heart. It was slowing noticeably. His face was already ghost-pale. 

_ He’s going to die.  _ Jess was hardly an expert on gunshot wounds, but his entire chest was torn open. He met her eyes, tried to say something. Only blood came from his mouth. 

“Why did you do that?” Jess asked. “You don’t even know me.” She couldn’t muster any anger or tears, only a weary sadness. Her shoulder throbbed. So did her head.

He reached for her hand. Jess inhaled sharply as she realized what he meant to do. She hesitated, then nodded.

There was no illusory darkness this time. Visually nothing changed, but she could feel him. He felt no pain, only a spreading numbness radiating out from his chest. Sparkles danced in front of his eyes as his vision started to go. She couldn’t hear his thoughts; she simply knew.

_ It’s all right. Don’t be sad.  _ He gave her a tiny, forlorn smile. 

_ I’m not your Jess, you said it yourself. I could never be your Jess. Why?  _

He didn’t answer. Carl’s hearing dissolved into roaring static. Jess was dimly aware that she was kneeling in a huge puddle of blood. Kamala and her wife held each other and stared. His vision clouded, a black tunnel closing in. The link broke.

His hand relaxed and fell away. 

The plane leapt into the air, engines howling. 


End file.
